Exhibit 10.1

                                                                EXECUTION COPY







                         SALE AND SERVICING AGREEMENT


                                     among


                        FIFTH THIRD AUTO TRUST 2004-A,
                                    Issuer,


                      CITIGROUP VEHICLE SECURITIES INC.,
                                  Depositor,


                               FIFTH THIRD BANK,
                         an Ohio banking corporation,
                    Servicer, Administrator and Custodian,


                         FIFTH THIRD AUTO FUNDING LLC,
                                    Seller,


                                      and



                             THE BANK OF NEW YORK,
                               Indenture Trustee





                           Dated as of June 1, 2004




<PAGE>





                               Table of Contents
                                                                          Page

                                   Article I

                                  DEFINITIONS

Section 1.01.  Definitions...................................................1
Section 1.02.  Other Definitional Provisions................................21

                         Article II

                  CONVEYANCE OF RECEIVABLES

Section 2.01.  Conveyance of Receivables....................................21

                         Article III

                       THE RECEIVABLES

Section 3.01.  Representations and Warranties of the Seller.................23
Section 3.02.  Representations and Warranties of the Depositor..............23
Section 3.03.  Repurchase Upon Breach.......................................24
Section 3.04.  Custody of Receivable Files..................................24
Section 3.05.  Duties of Servicer as Custodian..............................25
Section 3.06.  Instructions; Authority to Act...............................26
Section 3.07.  Custodian's Indemnification..................................26
Section 3.08.  Effective Period and Termination.............................26
Section 3.09.  Delegation...................................................27

                         Article IV

         ADMINISTRATION AND SERVICING OF RECEIVABLES

Section 4.01.  Duties of Servicer...........................................27
Section 4.02.  Collection of Receivable Payments; Modifications of
               Receivables..................................................28
Section 4.03.  Realization upon Receivables.................................28
Section 4.04.  Physical Damage Insurance....................................29
Section 4.05.  Maintenance of Security Interests in Financed Vehicles.......29
Section 4.06.  Covenants of Servicer........................................29
Section 4.07.  Purchase of Receivables Upon Breach..........................30
Section 4.08.  Servicing Fee................................................31
Section 4.09.  Servicer's Certificate.......................................31
Section 4.10.  Annual Statement as to Compliance; Notice of Servicer
               Termination Event; Sarbanes-Oxley............................31
Section 4.11.  Annual Independent Accountants' Report.......................32


                                      i

<PAGE>



Section 4.12.  Access to Certain Documentation and Information
               Regarding Receivables........................................32
Section 4.13.  Term of Servicer.............................................33
Section 4.14.  Access to Information Regarding Trust and Basic
               Documents....................................................33
Section 4.15.  Remittance of Fifth Third GAP Amounts........................33

                          Article V

        DISTRIBUTIONS; STATEMENTS TO SECURITYHOLDERS

Section 5.01.  Establishment of Accounts....................................33
Section 5.02.  Collections..................................................35
Section 5.03.  [Reserved]...................................................35
Section 5.04.  Purchase Amounts.............................................35
Section 5.05.  Permitted Withdrawals from Collection Account................36
Section 5.06.  Distributions................................................36
Section 5.07.  Reserve Account..............................................40
Section 5.08.  Statements to Securityholders................................40

                         Article VI

                        THE DEPOSITOR

Section 6.01.  Representations of Depositor.................................42
Section 6.02.  Corporate Existence..........................................43
Section 6.03.  Liability of Depositor; Indemnities..........................43
Section 6.04.  Merger or Consolidation of, or Assumption of the
               Obligations of, Depositor....................................43
Section 6.05.  Limitation on Liability of Depositor and Others..............44
Section 6.06.  Depositor May Own Securities.................................44
Section 6.07.  Depositor to Provide Copies of Relevant Securities
               Filings......................................................44
Section 6.08.  Amendment of Depositor's Organizational Documents............45

                         Article VII

                        THE SERVICER

Section 7.01.  Representations of Servicer..................................45
Section 7.02.  Indemnities of Servicer......................................46
Section 7.03.  Merger or Consolidation of, or Assumption of the
               Obligations of, Servicer.....................................48
Section 7.04.  Limitation on Liability of Servicer and Others...............48
Section 7.05.  Delegation of Duties.........................................49
Section 7.06.  Servicer Not to Resign.......................................49
Section 7.07.  Servicer May Own Securities..................................50




                                      ii


<PAGE>



                        Article VIII

                           DEFAULT

Section 8.01.  Servicer Termination Events..................................50
Section 8.02.  Consequences of a Servicer Termination Event.................50
Section 8.03.  Appointment of Successor Servicer............................51
Section 8.04.  Notification to Securityholders..............................52
Section 8.05.  Waiver of Past Defaults......................................52

                         Article IX

                         TERMINATION

Section 9.01.  Optional Purchase of All Receivables.........................53

                          Article X

                        MISCELLANEOUS

Section 10.01.  Amendment...................................................53
Section 10.02.  Protection of Title to Trust................................55
Section 10.03.  Notices.....................................................56
Section 10.04.  Assignment by the Depositor or the Servicer.................57
Section 10.05.  Limitations on Rights of Others.............................57
Section 10.06.  Representations of the Servicer and the Depositor...........57
Section 10.07.  Headings and Cross-References...............................57
Section 10.08.  GOVERNING LAW...............................................58
Section 10.09.  Assignment by Issuer........................................58
Section 10.10.  Counterparts................................................58
Section 10.11.  Severability................................................58
Section 10.12.  Further Assurances..........................................58
Section 10.13.  Waiver of Immunity..........................................58
Section 10.14.  Nonpetition Covenants.......................................59
Section 10.15.  Limitation of Liability of Owner Trustee and
                Indenture Trustee...........................................59



Schedule A     Final Schedule of Receivables
Schedule B     Location of Receivable Files

Exhibit A      Representations and Warranties with respect to the Receivables
Exhibit B      Form of Distribution Date Statement to Securityholders
Exhibit C      Form of Servicer's Certificate


                                     iii


<PAGE>



         This SALE AND SERVICING AGREEMENT, dated as of June 1, 2004, among
FIFTH THIRD AUTO TRUST 2004-A, a Delaware statutory trust (the "Issuer"),
CITIGROUP VEHICLE SECURITIES INC., a Delaware corporation (the "Depositor"),
FIFTH THIRD BANK, an Ohio banking corporation ("Fifth Third (Ohio)"), as
servicer (in such capacity, the "Servicer"), as administrator (in such
capacity, the "Administrator") and as custodian (in such capacity, the
"Custodian"), FIFTH THIRD AUTO FUNDING LLC, a Delaware limited liability
company, as seller (the "Seller"), and THE BANK OF NEW YORK, a New York
banking corporation, as indenture trustee (the "Indenture Trustee").

         WHEREAS, the Issuer desires to purchase from the Depositor a
portfolio of receivables arising in connection with motor vehicle retail
installment sale contracts and loan notes originated or purchased by Fifth
Third (Ohio), Fifth Third Bank, a Michigan banking corporation ("Fifth Third
(Michigan)"), or their respective Affiliates in the ordinary course of its
business and sold by Fifth Third (Michigan) to the Seller which sold such
portfolio of receivables together with certain related property to the
Depositor;

         WHEREAS, the Depositor is willing to sell such receivables and
related property to the Issuer; and

         WHEREAS, Fifth Third (Ohio) is willing to service such receivables.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:

                                  Article I

                                  DEFINITIONS

Section 1.01.     Definitions.

         Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:

         "Administration Agreement" means the Administration Agreement dated
as of June 1, 2004 between the Issuer, the Administrator and the Indenture
Trustee, as the same may be amended, restated or otherwise modified from time
to time.

         "Administrator" means Fifth Third (Ohio), and each successor to Fifth
Third (Ohio) (in the same capacity) pursuant to the Administration Agreement.

         "Affiliate" of any Person means any other Person controlling,
controlled by or under common control with such Person. For the purposes of
this definition, "control" when used with respect to any specified Person
means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract
or otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.



                                      1
<PAGE>




         "Agreement" means this Sale and Servicing Agreement, as the same may
be amended, restated or otherwise modified from time to time.

         "Amount Financed" means with respect to a Receivable, the amount
advanced under the Receivable toward the purchase price of the Financed
Vehicle and any related costs, exclusive of any amount allocable to the
premium of force-placed physical damage insurance covering the Financed
Vehicle.

         "Applicable Tax State" means, as of any date, each State as to which
any of the following is then applicable: (a) a State in which the Owner
Trustee maintains its Corporate Trust Office, (b) a State in which the Owner
Trustee maintains its principal executive offices and (c) the State of
Michigan or the State of Ohio.

         "Bankruptcy Remote Party" means any of the Depositor, the Seller, the
Issuer or any special purpose entity created by either the Depositor or the
Seller for one or more Financings.

         "Banks" means Fifth Third (Ohio), Fifth Third (Michigan), their
respective Affiliates and their respective predecessors in interest.

         "Basic Documents" means the Trust Agreement, the Indenture, this
Agreement, the Receivables Purchase Agreement, the Administration Agreement,
the Transfer and Sale Agreement and the Note Depository Agreement and other
documents and certificates delivered in connection therewith.

         "Book-Entry Notes" has the meaning set forth in the Indenture.

         "Business Day" means any day other than a Saturday, a Sunday, a legal
holiday or any other day on which national banking institutions, commercial
banking institutions or trust companies in the States of New York, Ohio,
Michigan or Delaware are authorized or required by law, executive order or
governmental decree to be closed.

         "Certificate" means a certificate evidencing the beneficial interest
of a Certificateholder in the Issuer, executed and countersigned as provided
in the Trust Agreement and substantially in the form set forth in Exhibit A
therein.

         "Certificate Distribution Account" has the meaning assigned to such
term in the Trust Agreement.

         "Certificateholder" means a Person in whose name a Certificate is
registered.

         "Class" means any one of the classes of Notes.

         "Class A Note" means any Class A-1 Note, Class A-2 Note, Class A-3
Note or Class A-4 Note.

         "Class A Noteholders' Interest Distributable Amount" means, with
respect to any Distribution Date, the sum of the Class A-1 Interest
Distributable Amount for such Distribution



                                      2
<PAGE>


Date, the Class A-2 Interest Distributable Amount for such Distribution Date,
the Class A-3 Interest Distributable Amount for such Distribution Date and the
Class A-4 Interest Distributable Amount for such Distribution Date.

         "Class A Principal Distributable Amount" means, with respect to any
Distribution Date, an amount equal to the greater of (a) the Outstanding
Amount of the Class A-1 Notes immediately prior to such Distribution Date and
(b) an amount equal to (i) the Outstanding Amount of the Class A Notes
immediately prior to such Distribution Date minus (ii) the lesser of (A)
90.50% of the Pool Balance for such Distribution Date and (B) an amount equal
to (1) the Pool Balance for such Distribution Date minus (2) the
Overcollateralization Target Amount for such Distribution Date; provided,
however, that, on the Final Scheduled Distribution Date of any Class of Class
A Notes, the Class A Principal Distributable Amount shall not be less than the
amount that is necessary to pay that Class of Class A Notes in full; and
provided further that the Class A Principal Distributable Amount on any
Distribution Date shall not exceed the Outstanding Amount of the Class A Notes
on that Distribution Date.

         "Class A-1 Final Scheduled Distribution Date" means the Distribution
Date in June 2005.

         "Class A-1 Interest Carryover Shortfall" means, with respect to any
Distribution Date, the amount, if any, by which the sum of the Class A-1
Monthly Interest Distributable Amount for the preceding Distribution Date and
any outstanding Class A-1 Interest Carryover Shortfall on such preceding
Distribution Date exceeds the amount in respect of interest for the Class A-1
Notes actually paid to the Class A-1 Noteholders on such preceding
Distribution Date, plus interest on the amount of interest due but not paid to
the Class A-1 Noteholders on such preceding Distribution Date, to the extent
permitted by law, at the Class A-1 Rate.

         "Class A-1 Interest Distributable Amount" means, with respect to any
Distribution Date, the sum of the Class A-1 Monthly Interest Distributable
Amount for such Distribution Date and the Class A-1 Interest Carryover
Shortfall for such Distribution Date.

         "Class A-1 Monthly Interest Distributable Amount" means, with respect
to any Distribution Date, interest accrued during the applicable Interest
Accrual Period on the Class A-1 Notes at the Class A-1 Rate on the Outstanding
Amount of the Class A-1 Notes on the immediately preceding Distribution Date
(or, in the case of the first Distribution Date, the Closing Date), after
giving effect to all distributions of principal to the Class A-1 Noteholders
on or prior to such preceding Distribution Date. For all purposes of this
Agreement and the other Basic Documents, interest with respect to the Class
A-1 Notes shall be computed on the basis of the actual number of days in the
related Interest Accrual Period and a 360-day year.

         "Class A-1 Note Balance" means, as of any date of determination, the
Initial Class A-1 Note Balance less all amounts distributed to Class A-1
Noteholders on or prior to such date and allocable to principal.

         "Class A-1 Noteholder" means the Person in whose name a Class A-1
Note is registered in the Note Register.




                                      3
<PAGE>




         "Class A-1 Notes" means the 1.3975% Asset Backed Notes, Class A-1,
substantially in the form of Exhibit A-1 to the Indenture.

         "Class A-1 Rate" means 1.3975% per annum.

         "Class A-2 Final Scheduled Distribution Date" means the Distribution
Date in March 2007.

         "Class A-2 Interest Carryover Shortfall" means, with respect to any
Distribution Date, the amount, if any, by which the sum of the Class A-2
Monthly Interest Distributable Amount for the preceding Distribution Date and
any outstanding Class A-2 Interest Carryover Shortfall on such preceding
Distribution Date exceeds the amount in respect of interest for the Class A-2
Notes actually paid to the Class A-2 Noteholders on such preceding
Distribution Date, plus interest on the amount of interest due but not paid to
the Class A-2 Noteholders on such preceding Distribution Date, to the extent
permitted by law, at the Class A-2 Rate.

         "Class A-2 Interest Distributable Amount" means, with respect to any
Distribution Date, the sum of the Class A-2 Monthly Interest Distributable
Amount for such Distribution Date and the Class A-2 Interest Carryover
Shortfall for such Distribution Date.

         "Class A-2 Monthly Interest Distributable Amount" means, with respect
to any Distribution Date, interest accrued during the applicable Interest
Accrual Period on the Class A-2 Notes at the Class A-2 Rate on the Outstanding
Amount of the Class A-2 Notes on the immediately preceding Distribution Date
(or, in the case of the first Distribution Date, the Closing Date), after
giving effect to all distributions of principal to the Class A-2 Noteholders
on or prior to such preceding Distribution Date. For all purposes of this
Agreement and the other Basic Documents, interest with respect to the Class
A-2 Notes shall be computed on the basis of a 360-day year consisting of
twelve 30-day months.

         "Class A-2 Noteholder" means the Person in whose name a Class A-2
Note is registered in the Note Register.

         "Class A-2 Notes" means the 2.42% Asset Backed Notes, Class A-2,
substantially in the form of Exhibit A-2 to the Indenture.

         "Class A-2 Rate" means 2.42% per annum.

         "Class A-3 Final Scheduled Distribution Date" means the Distribution
Date in February 2008.

         "Class A-3 Interest Carryover Shortfall" means, with respect to any
Distribution Date, the amount, if any, by which the sum of the Class A-3
Monthly Interest Distributable Amount for the preceding Distribution Date and
any outstanding Class A-3 Interest Carryover Shortfall on such preceding
Distribution Date exceeds the amount in respect of interest for the Class A-3
Notes actually paid to the Class A-3 Noteholders on such preceding
Distribution Date, plus interest on the amount of interest due but not paid to
the Class A-3 Noteholders on such preceding Distribution Date, to the extent
permitted by law, at the Class A-3 Rate.




                                      4
<PAGE>




         "Class A-3 Interest Distributable Amount" means, with respect to any
Distribution Date, the sum of the Class A-3 Monthly Interest Distributable
Amount for such Distribution Date and the Class A-3 Interest Carryover
Shortfall for such Distribution Date.

         "Class A-3 Monthly Interest Distributable Amount" means, with respect
to any Distribution Date, interest accrued during the applicable Interest
Accrual Period on the Class A-3 Notes at the Class A-3 Rate on the Outstanding
Amount of the Class A-3 Notes on the immediately preceding Distribution Date
(or, in the case of the first Distribution Date, the Closing Date), after
giving effect to all distributions of principal to the Class A-3 Noteholders
on or prior to such preceding Distribution Date. For all purposes of this
Agreement and the other Basic Documents, interest with respect to the Class
A-3 Notes shall be computed on the basis of a 360-day year consisting of
twelve 30-day months.

         "Class A-3 Noteholder" means the Person in whose name a Class A-3
Note is registered in the Note Register.

         "Class A-3 Notes" means the 3.19% Asset Backed Notes, Class A-3,
substantially in the form of Exhibit A-3 to the Indenture.

         "Class A-3 Rate" means 3.19% per annum.

         "Class A-4 Final Scheduled Distribution Date" means the Distribution
Date in October 2011.

         "Class A-4 Interest Carryover Shortfall" means, with respect to any
Distribution Date, the amount, if any, by which the sum of the Class A-4
Monthly Interest Distributable Amount for the preceding Distribution Date and
any outstanding Class A-4 Interest Carryover Shortfall on such preceding
Distribution Date exceeds the amount in respect of interest for the Class A-4
Notes actually paid to the Class A-4 Noteholders on such preceding
Distribution Date, plus interest on the amount of interest due but not paid to
the Class A-4 Noteholders on such preceding Distribution Date, to the extent
permitted by law, at the Class A-4 Rate.

         "Class A-4 Interest Distributable Amount" means, with respect to any
Distribution Date, the sum of the Class A-4 Monthly Interest Distributable
Amount for such Distribution Date and the Class A-4 Interest Carryover
Shortfall for such Distribution Date.

         "Class A-4 Monthly Interest Distributable Amount" means, with respect
to any Distribution Date, interest accrued during the applicable Interest
Accrual Period on the Class A-4 Notes at the Class A-4 Rate on the Outstanding
Amount of the Class A-4 Notes on the immediately preceding Distribution Date
(or, in the case of the first Distribution Date, the Closing Date), after
giving effect to all distributions of principal to the Class A-4 Noteholders
on or prior to such preceding Distribution Date. For all purposes of this
Agreement and the other Basic Documents, interest with respect to the Class
A-4 Notes shall be computed on the basis of a 360-day year consisting of
twelve 30-day months.

         "Class A-4 Noteholder" means the Person in whose name a Class A-4
Note is registered in the Note Register.




                                      5
<PAGE>




         "Class A-4 Notes" means the 3.70% Asset Backed Notes, Class A-4,
substantially in the form of Exhibit A-4 to the Indenture.

         "Class A-4 Rate" means 3.70% per annum.

         "Class B Final Scheduled Distribution Date" means the Distribution
Date in October 2011.

         "Class B Interest Carryover Shortfall" means, with respect to any
Distribution Date, the amount, if any, by which the sum of the Class B Monthly
Interest Distributable Amount for the preceding Distribution Date and any
outstanding Class B Interest Carryover Shortfall on such preceding
Distribution Date exceeds the amount in respect of interest for the Class B
Notes actually paid to the Class B Noteholders on such preceding Distribution
Date, plus interest on the amount of interest due but not paid to the Class B
Noteholders on such preceding Distribution Date, to the extent permitted by
law, at the Class B Rate.

         "Class B Monthly Interest Distributable Amount" means, with respect
to any Distribution Date, interest accrued during the applicable Interest
Accrual Period on the Class B Notes at the Class B Rate on the Outstanding
Amount of the Class B Notes on the immediately preceding Distribution Date
(or, in the case of the first Distribution Date, the Closing Date), after
giving effect to all distributions of principal to the Class B Noteholders on
or prior to such preceding Distribution Date. For all purposes of this
Agreement and the other Basic Documents, interest with respect to the Class B
Notes shall be computed on the basis of a 360-day year consisting of twelve
30-day months.

         "Class B Noteholder" means the Person in whose name a Class B Note is
registered in the Note Register.

         "Class B Noteholders' Interest Distributable Amount" means, with
respect to any Distribution Date, the sum of the Class B Monthly Interest
Distributable Amount for such Distribution Date and the Class B Interest
Carryover Shortfall for such Distribution Date.

          "Class B Notes" means the 3.61% Asset Backed Notes, Class B,
substantially in the form of Exhibit B to the Indenture.

         "Class B Principal Distributable Amount" means, with respect to any
Distribution Date, an amount equal to (a) 100% of the Regular Principal
Allocation for such Distribution Date minus (b) the Class A Principal
Distributable Amount for such Distribution Date; provided however, that, on
the Class B Final Scheduled Distribution Date, the Class B Principal
Distributable Amount shall not be less than the amount that is necessary to
pay the Class B Notes in full; and provided further that the Class B Principal
Distributable Amount on any Distribution Date shall not exceed the Outstanding
Amount of the Class B Notes on that Distribution Date.

         "Class B Rate" means 3.61% per annum.

         "Closing Date" means June 18, 2004.



                                      6
<PAGE>




         "Collateral" has the meaning specified in the Granting Clause of the
Indenture.

         "Collection Account" means the account designated as such,
established and maintained pursuant to Section 5.01(a).

         "Collection Period" means with respect to any Distribution Date, the
calendar month preceding the month in which such Distribution Date occurs.

         "Collections" means, with respect to any Receivable and to the extent
received by the Servicer after the Cut-off Date, without duplication, (i) any
monthly payment by or on behalf of the Obligor thereunder, (ii) any full or
partial prepayment of such Receivable, (iii) all Liquidation Proceeds and
Recoveries, (iv) any amounts received by the Servicer with respect to any
Receivable after the date the related Financed Vehicle has been repossessed,
net of out-of-pocket expenses (including, without limitation, any auction,
painting, repair, refurbishment or legal expenses) relating thereto and (v)
any other amounts received by the Servicer which, in accordance with its
Customary Servicing Practices would be applied to the payment of accrued
interest or to reduce the Principal Balance of such Receivable; provided,
however, that the term "Collections" in no event will include (1) for any
Distribution Date, any amounts in respect of any Receivable the Purchase
Amount of which has been included in the Total Distribution Amount on such
Distribution Date or a prior Distribution Date and (2) collections allocable
to Supplemental Servicing Fees in accordance with the Simple Interest Method.

         "Commission" means the United States Securities and Exchange
Commission.

         "Contract" means a motor vehicle retail installment sale contract or
a motor vehicle installment loan note, including the provisions thereof
constituting a security agreement.

         "Contract Rate" means, with respect to a Receivable, the annual rate
of interest stated in the related Contract.

         "Corporate Trust Administration Department" has the meaning set forth
in the Trust Agreement.

         "Corporate Trust Office" has the meaning set forth in the Indenture.

         "CPI Insurance" means physical loss and damage insurance obtained by
the Servicer with respect to a Financed Vehicle for which the related Obligor
failed to maintain physical loss and damage insurance as required by the
related Receivable.

         "Custodian" means Fifth Third (Ohio), in its capacity as custodian of
the Receivables.

         "Customary Servicing Practices" means the customary servicing
practices of the Servicer with respect to comparable retail automobile
receivables that the Servicer services for itself and others, as in effect
from time to time, in accordance with reasonable care and in a manner that
will not materially and adversely affect the interests of the Holders, except
as such servicing practices may be explicitly modified by the Basic Documents.



                                      7
<PAGE>




         "Cutoff Date" means the close of business on May 31, 2004.

         "Dealer" means the dealer which sold a Financed Vehicle and through
which a Bank or an Affiliate thereof originated the related Receivable or
which originated the related Receivable and assigned it to a Bank or an
Affiliate thereof pursuant to a Dealer Agreement or form of assignment, as
applicable.

         "Dealer Agreement" means an agreement between a Bank or an Affiliate
thereof and a Dealer pursuant to which such Dealer sells Contracts to a Bank
or an Affiliate thereof or a Bank or an Affiliate thereof originates Contracts
through such Dealer.

         "Dealer Receivable" means each Receivable which was originated by the
Seller or an Affiliate of the Seller with the involvement of a Dealer.

         "Delivery" when used with respect to Trust Account Property means
(terms used in the following provisions of this definition that are not
otherwise defined are used as defined in Article 8 of the UCC):

         (a)   in the case of each certificated security (other than a
clearing corporation security (as defined below)) or instrument, by:

               (i)     the delivery of such certificated security or instrument
          to the Indenture Trustee registered in the name of the Indenture
          Trustee or its affiliated nominee or endorsed to the Indenture
          Trustee or in blank,

               (ii)    the Indenture Trustee continuously indicating by
          book-entry that such certificated security or instrument is credited
          to the applicable Trust Account, and

               (iii)   the Indenture Trustee maintaining continuous possession
          of such certificated security or instrument;

         (b)   in the case of each uncertificated security (other than a
clearing corporation security), by causing:

               (i)     such uncertificated security to be continuously
          registered on the books of the issuer thereof to the Indenture
          Trustee, and

               (ii)    the Indenture Trustee continuously indicating by
          book-entry that such uncertificated security is credited to the
          applicable Trust Account;

         (c)   in the case of each security in the custody of or maintained on
the books of a clearing corporation or its nominee (a "clearing corporation
security"), by causing:

               (i)     the relevant clearing corporation to credit such
          clearing corporation security to the securities account of the
          Indenture Trustee, and

               (ii)    the Indenture Trustee continuously indicating by
          book-entry that such clearing corporation security is credited to
          the applicable Trust Account;




                                      8
<PAGE>




         (d)   in the case of each security issued or guaranteed by the United
States of America or agency or instrumentality thereof and that is maintained
in book-entry records of the Federal Reserve Bank of New York ("FRBNY") (each
such security, a "government security"), by causing:

               (i)    the creation of a security entitlement to such government
          security by the credit of such government security to the securities
          account of the Indenture Trustee at the FRBNY, and

               (ii)   the Indenture Trustee continuously indicating by
          book-entry that such government security is credited to the
          applicable Trust Account;

         (e)   in the case of each security entitlement not governed by clauses
(a) through (d) above, by:

               (i)   causing a securities intermediary (x) to indicate by
          book-entry that the underlying "financial asset" (as defined in
          Section 8-102(a)(9) of the UCC) has been credited to be the
          Indenture Trustee's securities account, (y) to receive a financial
          asset from the Indenture Trustee or acquiring the underlying
          financial asset for the Indenture Trustee, and in either case,
          accepting it for credit to the Indenture Trustee's securities
          account or (z) to become obligated under other law, regulation or
          rule to credit the underlying financial asset to the Indenture
          Trustee's securities account,

               (ii)   the making by such securities intermediary of entries on
          its books and records continuously identifying such security
          entitlement as belonging to the Indenture Trustee and continuously
          indicating by book-entry that such security entitlement is credited
          to the Indenture Trustee's securities account, and

               (iii)   the Indenture Trustee continuously indicating by
          book-entry that such security entitlement (or all rights and
          property of the Indenture Trustee representing such securities
          entitlement) is credited to the applicable Trust Account; and

         (f)   in the case of cash or money, by:

               (i)   the delivery of such cash or money to the Indenture
          Trustee,

               (ii)   the Indenture Trustee treating such cash or money as a
          financial asset maintained by such Indenture Trustee for credit to
          the applicable Trust Account in accordance with the provisions of
          Article 8 of the UCC, and

               (iii)   causing the Indenture Trustee to continuously indicate by
          book-entry that such cash or money is credited to the applicable
          Trust Account.

         The Indenture Trustee shall institute such additional or alternative
provisions as may hereafter become appropriate to effect complete transfer of
ownership of any Trust Account Property to the Indenture Trustee, consistent
with changes in applicable law or regulations or the interpretation thereof.




                                      9
<PAGE>




         "Depositor" means Citigroup Vehicle Securities Inc., a Delaware
corporation, and its successors and assigns.

         "Depositor Conveyed Assets" has the meaning set forth in Section
2.01.

         "Determination Date" means, with respect to each Distribution Date,
the sixteenth calendar day of the month in which such Distribution Date occurs
(or if such sixteenth day is not a Business Day, the next succeeding Business
Day).

         "Distribution Date" means, with respect to each Collection Period,
the twentieth day of the following month or, if such day is not a Business
Day, the immediately following Business Day, commencing on July 20, 2004.

         "Eligible Deposit Account" means either (a) a segregated account with
an Eligible Institution or (b) a segregated trust account with the corporate
trust department of a depository institution organized under the laws of the
United States of America or any State (or any domestic branch of a foreign
bank), having corporate trust powers and acting as trustee for funds deposited
in such account, so long as any of the securities of such depository
institution shall have a credit rating from each Rating Agency in one of its
generic rating categories that signifies investment grade.

         "Eligible Institution" means (a) the corporate trust department of
the Indenture Trustee or the Owner Trustee or (b) a depository institution
organized under the laws of the United States of America or any State (or any
domestic branch of a foreign bank), that (i) has either (A) a long-term
unsecured debt rating of at least "AA-" by Standard & Poor's and "A2" by
Moody's or (B) a short-term unsecured debt rating or certificate of deposit
rating of at least "A-1+" by Standard & Poor's and "Prime-1" by Moody's and
(ii) the deposits of which are insured by the FDIC.

         "Eligible Investments" means securities, negotiable instruments or
security entitlements, excluding any security with an "r" attached to the
rating thereof, that evidence:

         (a)    direct obligations of, and obligations fully guaranteed as to
the full and timely payment by, the United States of America or its agencies;

         (b)    demand deposits, time deposits or certificates of deposit of
any depository institution (including any of the Banks, the Indenture Trustee
or the Owner Trustee) or trust company incorporated under the laws of the
United States of America or any State (or any domestic branch of a foreign
bank) and subject to supervision and examination by federal or state banking
or depository institution authorities; provided, however, that at the time of
the investment or contractual commitment to invest therein, the commercial
paper or other short-term unsecured debt obligations (other than such
obligations the rating of which is based on the credit of a Person other than
such depository institution or trust company) thereof shall have a credit
rating from each Rating Agency in the highest investment category granted
thereby;

         (c)    commercial paper (including commercial paper of any of the
Banks, the Indenture Trustee, the Owner Trustee or any of their Affiliates)
having, at the time of the investment or



                                      10
<PAGE>



contractual commitment to invest therein, a rating from each Rating Agency in
the highest investment category granted thereby;

         (d)    investments in money market funds having a rating from each
Rating Agency in the highest investment category granted thereby (including
funds for which the Servicer, the Indenture Trustee or the Owner Trustee or
any of their respective Affiliates is investment manager or advisor);

         (e)    bankers' acceptances issued by any depository institution or
trust company referred to in clause (b) above;

         (f)    repurchase obligations with respect to any security that is a
direct obligation of, or fully guaranteed by, the United States of America or
any agency or instrumentality thereof the obligations of which are backed by
the full faith and credit of the United States of America, in either case
entered into with a depository institution or trust company (acting as
principal) described in clause; and

         (g)    any other investment with respect to which the Rating Agency
Condition is met.

         "Eligible Servicer" means Fifth Third (Ohio) or any other Person that
at the time of its appointment as Servicer is either (i) a Person that (A) is
servicing a portfolio of motor vehicle retail installment sale contracts or
motor vehicle installment loans, (B) is legally qualified and has the capacity
to service the Receivables, (C) has demonstrated the ability professionally
and competently to service a portfolio of motor vehicle retail installment
sale contracts or motor vehicle installment loans similar to the Receivables
with reasonable skill and care and (D) has a minimum net worth of $50,000,000
or (ii) a Person that is otherwise acceptable to each Rating Agency.

         "FDIC" means the Federal Deposit Insurance Corporation, and its
successors.

         "FDIC Rule" means 12 C.F.R. Section 360.6, and any successor
provision.

         "Fifth Third GAP" means, with respect to any Receivable, an insurance
policy or debt cancellation agreement offered by one of the Banks which
covers, in the event of a casualty with respect to the Financed Vehicle, the
Principal Balance of the Receivable remaining after application of the
casualty insurance proceeds to the amount due on the Receivable.

         "Fifth Third (Michigan)" means Fifth Third Bank, a Michigan banking
corporation, and its successors and assigns.

         "Fifth Third (Ohio)" means Fifth Third Bank, an Ohio banking
corporation, and its successors and assigns.

         "Final Scheduled Distribution Date" means the Class A-1 Final
Scheduled Distribution Date, the Class A-2 Final Scheduled Distribution Date,
the Class A-3 Final Scheduled Distribution Date, the Class A-4 Final Scheduled
Distribution Date or the Class B Final Scheduled Distribution Date, as
applicable.



                                      11
<PAGE>




         "Financed Vehicle" means a new or used automobile, light-duty truck,
van, minivan or sport utility vehicle, together with all accessions thereto,
securing an Obligor's indebtedness under the related Contract.

         "Financing" means any asset securitization, secured loan or similar
financing transaction undertaken by the Depositor or the Seller, any
subsidiary of the Depositor or the Seller or any trust created by either the
Depositor or the Seller.

         "First Allocation of Principal" means, with respect to any
Distribution Date, the excess, if any, of (x) the aggregate Outstanding Amount
of the Class A Notes (as of the day immediately preceding such Distribution
Date) over (y) the Pool Balance for such Distribution Date.

         "GAAP" means generally accepted accounting principles in the United
States of America.

         "GAP Amount" means the portion of the total payoff amount of a
Receivable which the Servicer determines is required to be cancelled pursuant
to Fifth Third GAP (as described in the related Contract or other documents),
if the Obligor on such Receivable has purchased Fifth Third GAP.

         "Holder" means a Certificateholder or a Noteholder, as the context
requires.

         "Indenture" means the Indenture, dated as of June 1, 2004, between
the Issuer and the Indenture Trustee, as amended, restated or otherwise
modified from time to time.

         "Indenture Trustee" means the Person acting as Indenture Trustee
under the Indenture, its successors in interest and any successor trustee
under the Indenture.

         "Indenture Trustee Fee" means the fee payable to the Indenture
Trustee, as set forth in the fee letter from the Indenture Trustee to the
Administrator dated on or before the Closing Date.

         "Initial Class A-1 Note Balance" means $141,000,000.

         "Initial Class A-2 Note Balance" means $296,000,000.

         "Initial Class A-3 Note Balance" means $140,000,000.

         "Initial Class A-4 Note Balance" means $141,125,000.

         "Initial Class B Note Balance" means $20,625,000.

         "Initial Pool Balance" means $750,012,579, which is an amount equal
to the aggregate Principal Balance, as of the Cutoff Date, of the Receivables.

         "Insolvency Event" means, with respect to a specified Person, (a) the
filing of a decree or order for relief by a court having jurisdiction in the
premises in respect of such Person or any substantial part of its property in
an involuntary case under any applicable federal or state bankruptcy,
insolvency or other similar law now or hereafter in effect, or appointing a




                                      12
<PAGE>



conservator, receiver, liquidator, assignee, custodian, trustee, sequestrator
or similar official for such Person or for any substantial part of its
property, or ordering the winding-up or liquidation of such Person's affairs,
and such decree or order shall remain unstayed and in effect for a period of
60 consecutive days; or (b) the commencement by such Person of a voluntary
case under any applicable federal or state bankruptcy, insolvency or other
similar law now or hereafter in effect, or the consent by such Person to the
entry of an order for relief in an involuntary case under any such law, or the
consent by such Person to the appointment of or taking possession by a
conservator, receiver, liquidator, assignee, custodian, trustee, sequestrator
or similar official for such Person or for any substantial part of its
property, or the making by such Person of any general assignment for the
benefit of creditors, or the failure by such Person generally to pay its debts
as such debts become due, or the taking of action by such Person in
furtherance of any of the foregoing.

         "Insolvency Proceeding" means a bankruptcy, reorganization,
arrangement, insolvency or liquidation proceeding, conservatorship,
receivership or other proceeding under any federal or state bankruptcy,
insolvency or similar law.

         "Interest Accrual Period" means, with respect to the Class A-1 Notes,
the period from and including the most recent Distribution Date on which
interest has been paid (or, in the case of the first Distribution Date, the
Closing Date) to and including the day before the Distribution Date and, with
respect to the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and
the Class B Notes, the period from and including the 20th day of the preceding
calendar month (or, in the case of the first Distribution Date, the Closing
Date) to and including the 19th day of the calendar month in which such
Distribution Date occurs.

         "Interest Rate" means the Class A-1 Rate, the Class A-2 Rate, the
Class A-3 Rate, the Class A-4 Rate or the Class B Rate, as the context may
require.

         "Investment Earnings" means, with respect to any Distribution Date,
the investment earnings (net of losses and investment expenses) on amounts on
deposit in a Trust Account.

         "Issuer" means Fifth Third Auto Trust 2004-A, a Delaware statutory
trust, and its successors and assigns.

         "Lien" means a security interest, lien, charge, pledge, equity or
encumbrance of any kind, other than tax liens, mechanics' liens and any liens
that attach to the respective Receivable by operation of law as a result of
any act or omission by the related Obligor.

         "Lien Certificate" means with respect to a Financed Vehicle, an
original certificate of title, certificate of lien or other notification
issued by the Registrar of Titles of the applicable State to a secured party
which indicates that the lien of the secured party on the Financed Vehicle is
recorded on the original certificate of title. In any jurisdiction in which
the original certificate of title is required to be given to the Obligor, the
term "Lien Certificate" means only a certificate or notification issued to a
secured party.

         "Lienholder" means the Bank specified in the Lien Certificate.



                                      13
<PAGE>



         "Liquidated Receivable" means a Receivable with respect to which the
earliest of the following shall have occurred: (i) the related Financed
Vehicle has been repossessed and liquidated and liquidation proceeds have been
received by the Servicer; (ii) the Servicer has determined in accordance with
its Customary Servicing Practices that all amounts that it expects to receive
with respect to the Receivables have been received; and (iii) the end of the
Collection Period in which the Receivable becomes 180 days or more past due.

         "Liquidation Proceeds" means, with respect to any Receivable that
becomes a Liquidated Receivable, the moneys collected in respect thereof, from
whatever source, during or after the Collection Period in which such
Receivable became a Liquidated Receivable, including liquidation of the
related Financed Vehicle, net of any out-of-pocket expenses (including,
without limitation, any auction, painting, repair, refurbishment or legal
expenses) relating thereto and any amounts required by law to be remitted to
the Obligor on such Liquidated Receivable.

         "Minimum Required Rating" means, with respect to Fifth Third (Ohio),
a short-term unsecured debt rating equal to or greater than "Prime-1" by
Moody's and "A-1+" by Standard & Poor's.

         "Moody's" means Moody's Investors Service, Inc., and its successors.

         "Note Balance" means, as of any date of determination, an amount
equal to the sum of (i) the Initial Class A-1 Note Balance, (ii) the Initial
Class A-2 Note Balance, (iii) the Initial Class A-3 Note Balance, (iv) the
Initial Class A-4 Note Balance and (v) the Initial Class B Note Balance, less
all amounts distributed to Noteholders on or prior to such date and allocable
to principal.

         "Note Depository Agreement" means the agreement dated June 17, 2004,
among the Issuer, the Indenture Trustee and The Depository Trust Company,
relating to the Book-Entry Notes.

         "Note Pool Factor" means, with respect to each Class of Notes as of
the close of business on the last day of a Collection Period, a seven-digit
decimal figure equal to the Outstanding Amount of such Class of Notes (after
giving effect to any reductions thereof to be made on the immediately
following Distribution Date) divided by the original Outstanding Amount of
such Class of Notes. The Note Pool Factor will be 1.0000000 as of the Closing
Date; thereafter, the Note Pool Factor will decline to reflect reductions in
the Outstanding Amount of such Class of Notes.

         "Noteholders" means the Class A-1 Noteholders, the Class A-2
Noteholders, the Class A-3 Noteholders, the Class A-4 Noteholders or the Class
B Noteholders.

         "Notes" means the Class A-1 Notes, the Class A-2 Notes, the Class A-3
Notes, the Class A-4 Notes and the Class B Notes.

         "Obligor" on a Receivable means the purchaser or co-purchasers of the
related Financed Vehicle, and any other Person obligated to make payments
thereunder.



                                      14
<PAGE>



         "Officer's Certificate" means a certificate signed by (a) a
Responsible Officer of the Servicer, the Seller, the Transferor or the
Depositor, as applicable, or (b) in the case of a Servicer's Certificate, a
Responsible Officer of the Servicer or the Servicing Exceptions Manager of the
Servicer.

         "Opinion of Counsel" means one or more written opinions of counsel,
who may be an employee of or counsel to the Depositor, the Servicer or the
Issuer, which counsel shall be acceptable to the Indenture Trustee, the Owner
Trustee or the Rating Agencies, as applicable, and which shall be addressed to
the Owner Trustee and the Indenture Trustee and which shall be at the expense
of the Person required to provide such an Opinion of Counsel.

         "Originator" means Fifth Third (Ohio), Fifth Third (Michigan) or one
of their predecessors in interest.

         "Outstanding" has the meaning specified in the Indenture.

         "Outstanding Amount" means, as of any date of determination and as to
any Notes, the aggregate principal amount of such Notes Outstanding as of such
date of determination.

         "Overcollateralization Target Amount" means, as of any Distribution
Date, the greater of (i) 3.00% of the Pool Balance for such Distribution Date
and (ii) 0.75% of the Initial Pool Balance; provided, however, that the
Overcollateralization Target Amount shall not exceed the Pool Balance as of
such Distribution Date.

         "Owner Trustee" means Wilmington Trust Company, acting not in its
individual capacity but solely as owner trustee under the Trust Agreement.

         "Owner Trustee Fee" means the fee payable to the Owner Trustee, as
set forth in the fee agreement between the Owner Trustee and the Administrator
dated on or before the Closing Date.

         "Perfection Representations" means the representations and warranties
of the Transferor set forth in Exhibit B to the Transfer and Sale Agreement or
the representations and warranties of the Seller set forth in Exhibit B to the
Receivables Purchase Agreement, as applicable.

         "Person" means any individual, corporation, partnership, joint
venture, limited liability company, association, joint-stock company, trust,
national banking association, unincorporated organization or government or any
agency or political subdivision thereof.

         "Pool Balance" means, as of any date of determination, an amount
equal to the aggregate Principal Balance of the Receivables at the end of the
immediately preceding Collection Period.

         "Principal Balance" means, with respect to any Receivable as of the
last day of the Collection Period immediately preceding a date of
determination, the Amount Financed minus an amount equal to the sum, as of the
close of business on the last day of such Collection Period, of (1) that
portion of all amounts received on or prior to such day with respect to such
Receivable and allocable to principal using the Simple Interest Method and (2)
the principal amount by



                                      15
<PAGE>


which a Receivable is reduced pursuant to an order from a court of competent
jurisdiction or as otherwise required by applicable law. The "Principal
Balance" of any Receivable that becomes a Liquidated Receivable will be deemed
to be zero as of the date it becomes a Liquidated Receivable. The "Principal
Balance" of any Receivable that becomes a Purchased Receivable will be deemed
to be zero as of the last day of the Collection Period immediately preceding
the Distribution Date on which it is to be repurchased.

         "Principal Distribution Account" means the account designated as
such, established and maintained pursuant to Section 5.01(c).

         "Prospectus" has the meaning set forth in the Underwriting Agreement.

         "Prospectus Supplement" has the meaning set forth in the Underwriting
Agreement.

         "Purchase Amount" means, with respect to any Receivable that became a
Purchased Receivable, the unpaid principal balance owed by the Obligor thereon
plus unpaid accrued interest on such amount at the applicable Contract Rate to
the last day of the Collection Period preceding the Distribution Date on which
such Receivable is purchased by the Servicer or the Seller.

         "Purchased Receivable" means a Receivable purchased as of the close
of business on the last day of a Collection Period by or on behalf of the
Servicer pursuant to Section 4.07 or by or on behalf of the Seller pursuant to
Section 3.03 and the Receivables Purchase Agreement.

         "Purchaser" means Fifth Third Auto Funding LLC, a Delaware limited
liability company, and its successors and assigns.

         "Rating Agency" means Moody's or Standard & Poor's, as the context
may require. If none of Moody's, Standard & Poor's or a successor thereto
remains in existence, "Rating Agency" means any nationally recognized
statistical rating organization or other comparable Person designated by the
Servicer.

         "Rating Agency Condition" means, with respect to any action, that
each Rating Agency shall have notified the Issuer or the Indenture Trustee in
writing that such action will not result in a reduction, withdrawal or
downgrade of the then-current rating of any Class of Notes that is
Outstanding.

         "Realized Losses" means, as to any Distribution Date, the amount, if
any, by which the outstanding aggregate Principal Balance of all Receivables
that became Liquidated Receivables during the related Collection Period
exceeds that portion allocable to principal of all net Liquidation Proceeds
received with respect to such Liquidated Receivables.

         "Receivable" means any Contract listed on Schedule A (which Schedule
may be in the form of microfiche or electronic format) which has not been
released from the lien of the Indenture.



                                      16
<PAGE>



         "Receivable Files" means the following documents with respect to each
Financed Vehicle:

               (i)   the fully executed original of each Receivable (together
          with any written agreements modifying each such Receivable,
          including any addenda or extension agreement);

               (ii)   the original credit application, or an electronic copy
          thereof;

               (iii)   the original certificate of title or, if not yet
          received, evidence that an application therefore has been submitted
          with the appropriate authority, a guaranty of title from a Dealer or
          such other documents (electronic or otherwise, as used in the
          applicable jurisdiction) that the Servicer or the Seller shall keep
          on file in accordance with its customary procedures evidencing the
          security interest of the applicable Originator in the related
          Financed Vehicle; and

               (iv)   any and all other documents that the Servicer shall have
          kept on file in accordance with its customary procedures relating to
          a Receivable, an Obligor or a Financed Vehicle.

         "Receivables Purchase Agreement" means the Receivables Purchase
Agreement dated as of June 1, 2004, between Fifth Third Auto Funding LLC, as
seller and the Depositor, as the same may be amended, restated or otherwise
modified from time to time.

         "Record Date" means (a) with respect to the Notes, as to any
Distribution Date or Redemption Date, the close of business on the day
immediately preceding such Distribution Date or Redemption Date unless the
Notes are no longer Book-Entry Notes, in which case the Record Date will be
the last day of the calendar month preceding such Distribution Date or
Redemption Date, and (b) with respect to the Certificates, as to any
Distribution Date, the last day of the month preceding such Distribution Date.

         "Recoveries" means, with respect to any Collection Period after a
Collection Period in which a Receivable becomes a Liquidated Receivable, all
monies received by the Servicer with respect to such Liquidated Receivable
during that Collection Period, net of any fees, costs and expenses incurred by
the Servicer in connection with the collection of such Liquidated Receivable
and any payments required by law to be remitted to the Obligor.

         "Redemption Date" has the meaning set forth in the Indenture.

         "Registrar of Titles" means with respect to any State, the
governmental agency or body responsible for the registration of, and the
issuance of certificates of title relating to, motor vehicles and liens
thereon.

         "Registration Statement" means Registration Statement No. 333-105855
filed by the Depositor with the Securities and Exchange Commission in the form
in which it became effective on October 2, 2003.



                                      17
<PAGE>



         "Regular Principal Allocation" means, with respect to any
Distribution Date, the excess, if any, of the aggregate Outstanding Amount of
the Notes as of the day immediately preceding such Distribution Date over (a)
the Pool Balance with respect to such Distribution Date less (b) the
Overcollateralization Target Amount with respect to such Distribution Date.

         "Reserve Account" means the account designated as such, established
by the Issuer and maintained by the Indenture Trustee pursuant to Section
5.01(d).

         "Reserve Account Required Amount" means 0.25% of the Initial Pool
Balance.

         "Reserve Account Withdrawal Amount" means: (a) with respect to each
Distribution Date prior to an acceleration of the Notes specified in Section
5.06(e), the lesser of (i) the amount then on deposit in the Reserve Account
and (ii) the excess, if any, of (A) the aggregate amount required to be paid
pursuant to Sections 5.06(b)(i) through (vi) over (B) the Total Distribution
Amount for such Distribution Date; provided that, if the amount on deposit in
the Reserve Account on such Distribution Date (after giving effect to any
withdrawals therefrom relating to such Distribution Date) is equal to or
greater than the Outstanding Amount of the Notes on such Distribution Date
(after giving effect to payments on such Distribution Date), the Reserve
Account Withdrawal Amount shall equal the amount necessary to reduce the
Outstanding Amount of the Notes to zero; and (b) with respect to each
Distribution Date on or after an acceleration of the Notes specified in
Section 5.06(e), the amount then on deposit in the Reserve Account.

         "Responsible Officer" means the chairman of the board, the president,
any executive vice president, any vice president, the treasurer, any assistant
treasurer, the secretary, or any assistant secretary of the Servicer, the
Seller, the Transferor or the Depositor, as applicable.

         "Sarbanes-Oxley Certification" means as and to the extent required by
the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and the rules
adopted by the Commission with respect thereto, the certification or
certifications as comply in form and substance with the Sarbanes-Oxley Act and
the rules and regulations promulgated thereunder required to be filed in all
Annual Reports on Form 10-K filed with the Commission with respect to the
Issuer.

         "Second Allocation of Principal" means, with respect to any
Distribution Date, the excess, if any, of (x) the aggregate Outstanding Amount
of the Class A Notes and the Class B Notes (as of the day immediately
preceding such Distribution Date) over (y) the Pool Balance for such
Distribution Date; provided however, that the Second Allocation of Principal
on or after the Final Scheduled Distribution Date of any Class of Notes shall
not be less than the amount that is necessary to reduce the Outstanding Amount
of such Class of Notes to zero.

         "Securities" means the Notes and the Certificates.

         "Securityholders" means the Noteholders and/or the
Certificateholders, as the context may require.

         "Seller" means Fifth Third Auto Funding LLC and its successors in
interest.



                                      18
<PAGE>




         "Seller Conveyed Assets" has the meaning set forth in Section 2.01 of
the Receivables Purchase Agreement.

         "Servicer" means Fifth Third (Ohio), as the servicer of the
Receivables, and each successor to Fifth Third (Ohio) (in the same capacity)
pursuant to Section 7.03 or 8.03.

         "Servicer Termination Event" has the meaning set forth in Section
8.01.

         "Servicer's Certificate" means an Officer's Certificate of the
Servicer delivered pursuant to Section 4.09.

         "Servicing Fee" means, with respect to any Distribution Date, an
amount equal to the product of (a) one-twelfth (or in the case of the first
Distribution Date, a fraction, the numerator of which is the number of days
from but not including the Cutoff Date to and including the last day of the
first Collection Period and the denominator of which is 360), (b) the
Servicing Fee Rate and (c) the Pool Balance as of the first day of the
immediately preceding Collection Period (or, in the case of the first
Distribution Date, as of the Cutoff Date).

         "Servicing Fee Rate" means 1.00% per annum.

         "Simple Interest Method" means the method of allocating the monthly
payments and all other amounts received with respect to a Receivable to
interest in an amount equal to the product of (i) the applicable Contract
Rate, (ii) the period of time (expressed as a fraction of a year, based on the
actual number of days in the calendar month and 365 or 366 days, as
applicable, in the calendar year) elapsed since the preceding payment was made
under such Receivable and (iii) the outstanding principal amount of such
Receivable, and allocating the remainder of each such monthly payment (1)
first, to principal to reduce the scheduled principal amount outstanding on
such Receivable to the extent of the remaining scheduled payment (except in
the case of Contracts which are subject to CPI Insurance, in which case the
remainder of each such monthly payment will be allocated first to pay the
monthly installment then due and payable with respect to CPI Insurance and
second, any remainder will be allocated to principal to reduce the scheduled
principal amount outstanding on the Receivable to the extent of the remaining
scheduled payment), (2) second, to the payment of unpaid Supplemental
Servicing Fees with respect to such Receivable and (3) third, to principal to
reduce the principal amount outstanding on the Receivable.

         "Standard & Poor's" means Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc., and its successors.

         "Supplemental Servicing Fee" means any and all (i) late fees, (ii)
extension fees, (iii) non-sufficient funds charges, (iv) prepayment charges
and (v) any and all other administrative fees or similar charges allowed by
applicable law with respect to any Receivable; provided, however, that any
amounts received by the Servicer with respect to any Receivable after the date
the related Financed Vehicle has been repossessed shall not constitute
"Supplemental Servicing Fees".



                                      19
<PAGE>



         "Total Distribution Amount" means, with respect to any Distribution
Date, the sum of the following amounts, without duplication, with respect to
the related Collection Period: (i) all Collections received by the Servicer
during such Collection Period and (ii) the Purchase Amount of each Receivable
that is to become a Purchased Receivable on such Distribution Date.

         "Transfer and Sale Agreement" means the Transfer and Sale Agreement
dated as of June 1, 2004, between Fifth Third (Michigan) and Fifth Third Auto
Funding LLC, as the same may be amended, restated or otherwise modified from
time to time.

         "Transferor" means Fifth Third (Michigan), a Michigan banking
corporation.

         "Transferor Conveyed Assets" has the meaning set forth in Section
2.01 of the Transfer and Sale Agreement.

         "Trust Account Property" means the Trust Accounts, all amounts and
investments held from time to time in any Trust Account (whether in the form
of deposit accounts, instruments, certificated securities, book-entry
securities, uncertificated securities or otherwise) and all proceeds of the
foregoing.

         "Trust Accounts" means the Collection Account, the Principal
Distribution Account and the Reserve Account.

         "Trust Agreement" means the Amended and Restated Trust Agreement,
dated as of June 1, 2004, between the Depositor and the Owner Trustee, as the
same may be amended, restated or otherwise modified from time to time.

         "Trust Officer" means, in the case of the Indenture Trustee, any
officer within the corporate trust department of the Indenture Trustee,
including any vice president, assistant vice president, assistant treasurer,
trust officer or any other officer of the Indenture Trustee who customarily
performs functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of such person's knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the
administration of the Indenture and, with respect to the Owner Trustee, any
officer in the Corporate Trust Administration Department of the Owner Trustee
with direct responsibility for the administration of the Trust Agreement and
the other Basic Documents on behalf of the Owner Trustee.

         "UCC" means, unless the context otherwise requires, the Uniform
Commercial Code, as in effect in the relevant jurisdiction, as amended from
time to time.

         "Underwriters" means each of Citigroup Global Markets Inc. and the
other underwriters identified in the Underwriting Agreement.

         "Underwriting Agreement" means the Underwriting Agreement dated June
9, 2004 relating to Fifth Third Auto Trust 2004-A between the Depositor and
Citigroup Global Markets Inc. as representative of the Underwriters, as
amended, restated or otherwise modified from time to time.



                                      20
<PAGE>



         Section 1.02.  Other Definitional Provisions.

         (a)   All terms defined in this Agreement shall have the defined
meanings when used in any certificate or other document made or delivered
pursuant hereto unless otherwise defined therein.

         (b)   As used in this Agreement and in any certificate or other
document made or delivered pursuant hereto or thereto, accounting terms not
defined in this Agreement or in any such certificate or other document, and
accounting terms partly defined in this Agreement or in any such certificate
or other document to the extent not defined, shall have the respective
meanings given to them under GAAP. To the extent that the definitions of
accounting terms in this Agreement or in any such certificate or other
document are inconsistent with the meanings of such terms under GAAP, the
definitions contained in this Agreement or in any such certificate or other
document shall control.

         (c)   The words "hereof," "herein," "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole
and not to any particular provision of this Agreement; Section and Exhibit
references contained in this Agreement are references to Sections and Exhibits
in or to this Agreement unless otherwise specified; "or" includes "and/or";
and the term "including" shall mean "including without limitation".

         (d)   The definitions contained in this Agreement are applicable to
the singular and plural forms of such terms and to the masculine, feminine and
neuter genders of such terms.

         (e)    Any agreement, instrument, rule, regulation or statute defined
or referred to herein or in any instrument or certificate delivered in
connection herewith means such agreement, instrument, rule, regulation or
statute as from time to time amended, restated, modified or supplemented and
includes (in the case of agreements or instruments) references to all
attachments thereto and instruments incorporated therein; references to a
Person are also to its permitted successors and assigns.

                                  Article II

                           CONVEYANCE OF RECEIVABLES

         Section 2.01.  Conveyance of Receivables.

         In consideration of the Issuer's delivery to or upon the order of the
Depositor of the Notes and the Certificates, the Depositor does hereby
transfer, set over and otherwise convey to the Issuer on the Closing Date,
without recourse (subject to the obligations of the Depositor set forth
herein), all right, title and interest of the Depositor in and to:

               (i)    the Receivables and all monies received thereon after the
          Cutoff Date;

               (ii)   the security interests in the Financed Vehicles and any
          accessions thereto granted by the related Obligors pursuant to the
          Receivables and any other interest of the Depositor in such Financed
          Vehicles;



                                      21
<PAGE>



               (iii)  any Liquidation Proceeds and any other proceeds with
          respect to the Receivables from any extended warranty, theft and
          physical damage, credit life, disability or other insurance policy
          covering Receivables, Financed Vehicles or Obligors, including any
          vendor's single interest or other collateral protection insurance
          policy and Fifth Third GAP protection;

               (iv)   any property that shall have secured a Receivable and
          that shall have been acquired by or on behalf of the Banks, the
          Seller, the Depositor, the Servicer or the Issuer;

               (v)    all documents and other items contained in the Receivable
          Files;

               (vi)   all proceeds from any Receivable purchased or repurchased
          by a Dealer pursuant to a Dealer Agreement;

               (vii)  all of the Seller's and the Depositor's rights (but none
          of their respective obligations) under the Transfer and Sale
          Agreement;

               (viii) all of the Depositor's rights (but none of its
          obligations) under the Receivables Purchase Agreement;

               (ix)   all funds on deposit from time to time in the Trust
          Accounts and the Certificate Distribution Account and in all
          investments therein and proceeds thereof (including all Investment
          Earnings thereon);

               (x)    all accounts, money, chattel paper, securities,
          instruments, documents, deposit accounts, certificates of deposit,
          letters of credit, advices of credit, banker's acceptances,
          uncertificated securities, general intangibles, contract rights,
          goods and other property consisting of, arising from or relating to
          any and all of the foregoing; and

               (xi)   the proceeds of any and all of the foregoing
          (collectively, with the assets listed in clauses (i) through (x)
          above, the "Depositor Conveyed Assets").

         It is the intention of the parties hereto that the transfer and
assignment contemplated by this Agreement shall constitute a sale of the
Depositor Conveyed Assets (for non-tax purposes) from the Depositor to the
Issuer and the beneficial interest in and title to the Receivables and the
related property shall not be part of the Depositor's estate in the event of
the filing of a bankruptcy petition by or against the Depositor under any
bankruptcy law. In the event that, notwithstanding the intent of the parties
hereto, the transfer of assets by the Depositor to the Issuer pursuant to this
Agreement is deemed not to be a sale (for non-tax purposes) but to be of a
mere security interest to secure a borrowing, the Depositor hereby grants to
the Issuer a security interest in all of the Depositor's right, title and
interest in, to and under, whether now owned or existing or hereafter acquired
or arising, the Depositor Conveyed Assets which security interest shall be
perfected and of first priority, and this Agreement shall constitute a
security agreement under applicable law. The Depositor further consents to the
pledge of the Depositor Conveyed Assets under the Indenture to the Indenture
Trustee.




                                      22
<PAGE>



                                 Article III

                                THE RECEIVABLES

         Section 3.01.  Representations and Warranties of the Seller.

         (a)    The Seller has made each of the representations and warranties
set forth in Exhibit A and Exhibit B under the Receivables Purchase Agreement
and has consented to the assignment by the Depositor to the Issuer of the
Depositor's rights thereto. Such representations and warranties speak as of
the Closing Date, or if so specified therein, as of the Cutoff Date, but shall
survive the transfer and assignment of the Receivables to the Issuer and the
pledge of such Receivables to the Indenture Trustee. Pursuant to Section 2.01
of this Agreement, the Depositor has transferred and conveyed to the Issuer,
as part of the assets of the Issuer, its rights under the Transfer and Sale
Agreement and the Receivables Purchase Agreement, including the
representations and warranties of Fifth Third (Michigan) and the Seller, as
applicable, therein as set forth in Exhibit A and Exhibit B of the Receivables
Purchase Agreement, upon which representations and warranties the Issuer
relies in accepting the Receivables and delivering the Securities, together
with all rights of the Depositor with respect to any breach thereof, including
the right to require the Seller to repurchase Receivables in accordance with
the Receivables Purchase Agreement and the right to require Fifth Third
(Michigan) to repurchase the Receivables in accordance with the Transfer and
Sale Agreement. It is understood and agreed that the representations and
warranties referred to in this Section shall survive the transfer and delivery
of the Receivables to the Issuer or the Custodian.

         (b)   The Seller hereby agrees that the Issuer shall have the right
to enforce any and all rights under the Receivables Purchase Agreement
assigned to the Issuer herein, including the right to cause the Seller to
repurchase any Receivable with respect to which it is in breach of any of its
representations and warranties set forth in Exhibit A, directly against the
Seller as though the Issuer were a party to the Receivables Purchase
Agreement, and the Issuer shall not be obligated to exercise any such rights
indirectly through the Depositor.

         Section 3.02.  Representations and Warranties of the Depositor.

         The Depositor makes the following representations and warranties, on
which the Issuer relies in accepting the Receivables and delivering the
Securities. Such representations and warranties speak as of the execution and
delivery of this Agreement and as of the Closing Date, but shall survive the
sale, transfer and assignment of the Receivables by the Depositor to the
Issuer and the pledge thereof to the Indenture Trustee in accordance with the
terms of the Indenture:

         (a)    Title. As of the Closing Date, the Depositor has conveyed to
the Issuer all right, title and interest of the Depositor in and to the
Receivables, including all right, title and interest of the Depositor in and
to the security interests in the related Financed Vehicles.

         (b)    All Filings Made. The Depositor has caused all filings
(including UCC filings) to be made in Delaware with respect to the sale of the
Receivables to the Issuer and the pledge contemplated in the Basic Documents
to the Indenture Trustee.



                                      23
<PAGE>



         (c)    Liens. The Depositor has not taken any actions to create,
incur or suffer to exist any Lien on or restriction on transferability of any
Receivable except for the Lien of the Indenture and the restrictions on
transferability imposed by this Agreement.

         Section 3.03.  Repurchase Upon Breach.

         Upon discovery by any party hereto of a breach of any of the
representations and warranties set forth in Section 3.01 of this Agreement or
3.02 of the Receivables Purchase Agreement at the time such representations
and warranties were made which materially and adversely affects the interests
of the Issuer, the Indenture Trustee or the Noteholders, the party discovering
such breach shall give prompt written notice thereof to the other parties
hereto; provided that the failure to give such notice shall not affect any
obligation of the Seller hereunder. If the Seller does not correct or cure
such breach prior to the end of the Collection Period which includes the 60th
day (or, if the Seller elects, an earlier date) after the date that a
Responsible Officer of the Seller became aware or was notified of such breach,
then the Seller shall purchase any Receivable materially and adversely
affected by such breach from the Issuer on the Distribution Date following the
end of such Collection Period. Any such breach or failure will not be deemed
to have a material and adverse effect if such breach or failure does not
affect the receipt of timely payment on such Receivable. Any such purchase by
the Seller shall be at a price equal to the Purchase Amount of such
Receivable. In consideration for such repurchase, the Seller shall make (or
shall cause to be made) a payment to the Issuer equal to the Purchase Amount
by depositing such amount into the Collection Account prior to 11:00 a.m., New
York City time on such Distribution Date. Upon payment of such Purchase Amount
by the Seller, the Issuer and the Indenture Trustee shall release and shall
execute and deliver such instruments of release, transfer or assignment, in
each case without recourse or representation, as shall be reasonably necessary
to vest in the Seller or its designee any Receivable repurchased pursuant
hereto. It is understood and agreed that the right to cause the Seller to
purchase (or to enforce the obligations of Fifth Third (Michigan) under the
Receivables Purchase Agreement to purchase) any Receivable as described above
shall constitute the sole remedy against the Seller respecting such breach
available to the Depositor, the Noteholders, the Certificateholders, the
Issuer, the Owner Trustee and the Indenture Trustee; provided that this
Section 3.03 shall not limit the right of the Depositor, the Issuer, the Owner
Trustee and the Indenture Trustee to enforce (or to cause the Seller to
enforce) the obligations of Fifth Third (Michigan) pursuant to the Transfer
and Sale Agreement. The obligation of the Seller to repurchase under this
Section 3.03 shall not be dependent upon the actual knowledge of the Seller of
any breached representation or warranty and shall exist without regard to any
limitation set forth in any representation or warranty concerning the
knowledge of the Seller as to the facts stated therein. Neither the Owner
Trustee nor the Indenture Trustee will have any duty to conduct an affirmative
investigation as to the occurrence of any condition requiring the repurchase
of any Receivable pursuant to this Section.

         Section 3.04.  Custody of Receivable Files.

         To assure uniform quality in servicing the Receivables and to reduce
administrative costs, the Issuer hereby revocably appoints the Servicer, and
the Servicer hereby accepts such appointment, to act for the benefit of the
Issuer and the Indenture Trustee as custodian of the



                                      24
<PAGE>


Receivable Files, which are hereby constructively delivered by the Issuer to
the Indenture Trustee.

         Section 3.05.  Duties of Servicer as Custodian.

         (a)    Safekeeping. The Servicer shall hold the Receivable Files as
custodian for the benefit of the Issuer and the Indenture Trustee, and shall
maintain such accurate and complete accounts, records and computer systems
pertaining to each Receivable File as shall enable the Issuer to comply with
this Agreement. In performing its duties as custodian, the Servicer shall act
in accordance with its Customary Servicing Practices. In accordance with its
Customary Servicing Practices, the Servicer shall conduct, or cause to be
conducted, periodic audits of the Receivable Files held by it under this
Agreement and of the related accounts, records and computer systems, in such a
manner as shall enable the Issuer to verify the accuracy of the Servicer's
record keeping. The Servicer shall promptly report to the Issuer and the
Indenture Trustee any failure on its part to hold a material portion of the
Receivable Files and maintain its accounts, records and computer systems as
herein provided and shall promptly take appropriate action to remedy any such
failure. Nothing herein shall be deemed to require an initial review or any
periodic review by the Issuer or the Indenture Trustee of the Receivable
Files. In acting as custodian of the Receivable Files, the Servicer agrees
further not to assert, on its own behalf or on behalf of any Affiliate, any
beneficial ownership interest in the Receivables or the Receivable Files,
other than solely for the purpose of collecting or enforcing the Receivable
for the benefit of the Issuer.

         (b)    Maintenance of and Access to Records. The Servicer, in its
capacity as custodian, shall maintain each Receivable File at one of its
offices specified in Schedule B to this Agreement or at such additional
location as shall be specified to the Issuer and the Indenture Trustee by
written notice not later than 30 days prior to the addition of such location.
The Servicer shall make available to the Issuer and the Indenture Trustee or
their duly authorized representatives, attorneys or auditors a list of
locations of the Receivable Files upon request. The Servicer will provide
access to the Receivable Files and the related accounts, records and computer
systems maintained by the Servicer at such times during normal business hours
of the Servicer as the Issuer shall reasonably instruct, which does not
unreasonably interfere with the Servicer's normal operations or customer or
employee relations.

         (c)    Release of Documents. Upon written instruction from the
Indenture Trustee or, if the Notes have been paid in full, from the Issuer,
the Servicer shall release any document in the Receivable File to the
Indenture Trustee or the Issuer, as the case may be, or to the agent or
designee of the Indenture Trustee or the Issuer, as the case may be, at such
place or places as the Indenture Trustee or the Issuer, as applicable, may
designate, as soon as practicable. Any document so released will be handled by
the Indenture Trustee or the Issuer, as applicable, with due care and returned
to the Servicer for safekeeping as soon as the Indenture Trustee or the
Issuer, or its agent or designee, as the case may be, has no further need
therefore. Upon the release and delivery of any such document in accordance
with the instructions of the Indenture Trustee or the Issuer, as the case may
be, the Servicer shall be released from any further liability and
responsibility under this Section 3.05 with respect to such documents and any
other provision of this Agreement if the fulfillment of the Servicer's
responsibilities is dependent upon



                                      25
<PAGE>



possession of such documents, unless and until such time as such documents
shall be returned to the Servicer. In no event shall the Servicer be
responsible for any loss occasioned by the Indenture Trustee's or the Issuer's
failure to return any Receivable File or any portion thereof in a timely
manner.

         Section 3.06.  Instructions; Authority to Act.

         The Servicer shall be deemed to have received proper instructions
with respect to the Receivable Files upon its receipt of written instructions
signed by a Trust Officer of the Indenture Trustee or, if the Notes have been
paid in full, of the Issuer.

         Section 3.07.  Custodian's Indemnification.

         The Servicer, as custodian, shall indemnify the Issuer, the Owner
Trustee, the Noteholders and the Indenture Trustee and each of their officers,
directors, employees and agents for any and all liabilities, obligations,
losses, compensatory damages, payments, costs, or expenses of any kind
whatsoever that may be imposed on, incurred by or asserted against the Issuer,
the Owner Trustee or the Indenture Trustee or any of their officers,
directors, employees or agents as the result of any improper act or omission
in any way relating to the maintenance and custody by the Servicer as
custodian of the Receivable Files; provided, however, that the Servicer shall
not be liable to the Issuer, the Owner Trustee, the Indenture Trustee or any
such officer, director, employee or agent of the Issuer, the Owner Trustee or
the Indenture Trustee for any portion of any such amount resulting from the
willful misfeasance, bad faith or negligence of the Issuer, the Owner Trustee
or the Indenture Trustee, as the case may be, or any such officer, director,
employee or agent of the Issuer, the Owner Trustee or the Indenture Trustee,
as the case may be.

         Indemnification under this Section shall survive the resignation or
removal of the Servicer or the termination of this Agreement with respect to
acts or omissions of such Servicer preceding such resignation or removal and
shall include reasonable fees and expenses of counsel and expenses of
litigation. If the Servicer shall have made any indemnity payments pursuant to
this Section and the Person to or on behalf of whom such payments are made
thereafter collects any of such amounts from others, such Person shall
promptly repay such amounts to the Servicer, without interest.

         Section 3.08.  Effective Period and Termination.

         The Servicer's appointment as custodian shall become effective as of
the Cutoff Date and shall continue in full force and effect unless and until
terminated pursuant to this Section 3.08. If the Servicer or any successor
Servicer shall resign as Servicer in accordance with the provisions of this
Agreement or if all of the rights and obligations of the Servicer or any
successor Servicer shall have been terminated under Section 8.02, the
appointment of such Servicer as custodian may be terminated by the Issuer, by
the Indenture Trustee or by the Noteholders evidencing not less than a
majority of the Controlling Class or, if no Notes are Outstanding, by Holders
(other than the Seller or an Affiliate thereof) of Certificates evidencing not
less than a majority of the percentage interests in the Certificates, in the
same manner as the Indenture Trustee or such Securityholders may terminate the
rights and obligations of the Servicer under Section 8.02. As



                                      26
<PAGE>


soon as practicable after any termination of such appointment, the Servicer
shall deliver the Receivable Files to the Indenture Trustee or the Indenture
Trustee's agent, at such place or places as the Indenture Trustee may
reasonably designate.

         Section 3.09.  Delegation.

         The Servicer, in its capacity as custodian, may at any time delegate
its duties as custodian to any Affiliate or to sub-contractors who are in the
business of performing such duties; provided, that no such delegation shall
relieve the Servicer of its responsibility with respect to such duties and the
Servicer shall remain obligated and liable to the Issuer, the Depositor and
the Indenture Trustee for its duties hereunder as if the Servicer alone were
performing such duties and provided, further, that the Receivables Files may
not be located outside of the United States. The Servicer, in its capacity as
Custodian, shall pay any compensation payable to such Person from its own
funds and none of the Issuer, the Owner Trustee, the Indenture Trustee, the
Noteholders or the Certificateholders shall have any liability to such Person
with respect thereto. Any agreement that may be entered into by the Servicer,
in its capacity as Custodian, and a Person that provides for any delegation of
the Custodian's duties hereunder to such Person shall be deemed to be between
the Servicer, in its capacity as Custodian, and such Person alone, and the
Issuer, the Owner Trustee, the Indenture Trustee and Holders shall not be
deemed parties thereto and shall have no claims, rights, obligations, duties
or liabilities with respect thereto.

                                  Article IV

                  ADMINISTRATION AND SERVICING OF RECEIVABLES

         Section 4.01.  Duties of Servicer.

         The Servicer, for the benefit of the Issuer and the Indenture
Trustee, shall manage, service, administer and make collections on the
Receivables and perform the other actions required by the Servicer under this
Agreement. The Servicer shall service the Receivables with reasonable care
using that degree of skill and attention that the Servicer uses with respect
to comparable new or used automobile receivables that it services for itself
and others and in a manner that will not materially and adversely affect the
interests of the Holders. The Servicer's duties shall include the collection
and posting of all payments, responding to inquiries of Obligors,
investigating delinquencies, sending payment coupons to Obligors, reporting
any required tax information to Obligors, accounting for collections,
furnishing monthly and annual statements to the Owner Trustee and the
Indenture Trustee with respect to distributions and performing the other
duties specified herein. The Servicer also shall administer and enforce rights
of the holder of the Receivables under the Receivables and the Dealer
Agreements and assignment forms in accordance with its Customary Servicing
Practices. The Servicer shall follow its Customary Servicing Practices and
shall have full power and authority, acting alone, to do any and all things in
connection with the managing, servicing, administration and collection of the
Receivables that it may deem necessary or desirable. Without limiting the
generality of the foregoing, the Servicer is hereby authorized and empowered
to execute and deliver, on behalf of itself, the Issuer, the Owner Trustee,
the Indenture Trustee, the Certificateholders and the Noteholders, or any of
them, any and all instruments of satisfaction or cancellation, or of partial




                                      27
<PAGE>



or full release or discharge, and all other comparable instruments with
respect to the Receivables and with respect to the Financed Vehicles. The
Servicer is hereby authorized to commence, in its own name or in the name of
the Issuer, the Indenture Trustee, the Owner Trustee, the Certificateholders
or the Noteholders, a legal proceeding to enforce a Receivable pursuant to
Section 4.03 or to commence or participate in any other legal proceeding
(including a bankruptcy proceeding) relating to or involving a Receivable, an
Obligor or a Financed Vehicle. If the Servicer commences or participates in
any such legal proceeding in its own name, the Indenture Trustee or the Issuer
shall thereupon be deemed to have automatically assigned the applicable
Receivable to the Servicer solely for purposes of commencing or participating
in such proceeding as a party or claimant, and the Servicer is authorized and
empowered by the Indenture Trustee or the Issuer to execute and deliver in the
Indenture Trustee's or the Issuer's name any notices, demands, claims,
complaints, responses, affidavits or other documents or instruments in
connection with any such proceeding. If in any enforcement suit or legal
proceeding it shall be held that the Servicer may not enforce a Receivable on
the ground that it shall not be a real party in interest or a holder entitled
to enforce such Receivable, the Issuer shall, at the Servicer's expense and
direction, take steps to enforce such Receivable, including bringing suit in
its name or the name of the Issuer, the Indenture Trustee, the
Certificateholders or the Noteholders. The Issuer, the Owner Trustee and the
Indenture Trustee shall upon the written request of the Servicer furnish the
Servicer with any powers of attorney and other documents reasonably necessary
or appropriate to enable the Servicer to carry out its servicing and
administrative duties hereunder.

         Section 4.02.  Collection of Receivable Payments; Modifications of
                        Receivables.

         (a)    Consistent with its Customary Servicing Practices, the Servicer
shall make reasonable efforts to collect all payments called for under the
terms and provisions of the Receivables as and when the same shall become due.
The Servicer is authorized in its discretion to waive any prepayment charge,
late payment charge or any other similar fees that may be collected in the
ordinary course of servicing any Receivable.

         (b)    Subject to Section 4.06, the Servicer may grant payment
extensions, rebates, deferrals, amendments, modifications or adjustments on
the Receivables in accordance with its Customary Servicing Practices;
provided, however, that if the Servicer (i) extends the date for final payment
by the Obligor of any Receivable beyond the last day of the Collection Period
prior to the Class B Final Scheduled Distribution Date or (ii) agrees with the
Obligor to reduce the Contract Rate or the Principal Balance with respect to
any Receivable other than as required by applicable law or in connection with
final settlement of a deficiency balance, it will promptly purchase such
Receivable in the manner provided in Section 4.07.

         (c)     Notwithstanding anything in this Agreement to the contrary,
the Servicer may refinance any Receivable by accepting a new promissory note
from the related Obligor and applying the proceeds of such refinancing to pay
all obligations in full of such Obligor under the Receivable. The Receivable
created by such refinancing shall not be property of the Issuer.

         Section 4.03.  Realization upon Receivables.



                                      28
<PAGE>



         The Servicer shall, consistent with its Customary Servicing Practices
and the terms of this Agreement, use its reasonable efforts to repossess or
otherwise convert the ownership of and liquidate any Financed Vehicle securing
a Receivable with respect to which the Servicer shall have determined that
eventual payment in full is unlikely unless the Servicer determines,
consistent with its Customary Servicing Practices, that repossession will not
increase the Liquidation Proceeds by an amount greater than the expense of
such repossession. In repossessing or otherwise converting the ownership of a
Financed Vehicle and liquidating a Receivable, the Servicer is authorized to
follow its Customary Servicing Practices, which practices may include the sale
of the related Financed Vehicle at public or private sale, the submission of
claims under an insurance policy and other actions by the Servicer in order to
realize upon a Receivable; provided, however, that, in any case in which the
Financed Vehicle shall have suffered damage, the Servicer shall not be
required to expend funds in connection with any repair or towards the
repossession of such Financed Vehicle unless it shall determine in its sole
discretion that such repair or repossession shall increase the related
Liquidation Proceeds by an amount materially greater than the expense for such
repair or repossession. The Servicer shall be entitled to recover all expenses
incurred by it that are reasonably allocated to repossessing and liquidating a
Financed Vehicle, but only out of the Liquidation Proceeds for such Financed
Vehicle and related Receivable.

         Section 4.04.  Physical Damage Insurance.

         The Servicer shall, in accordance with its Customary Servicing
Practices, require that each Obligor shall have obtained physical loss damage
insurance covering the related Financed Vehicle as of the execution of the
related Receivable.

         Section 4.05.  Maintenance of Security Interests in Financed Vehicles.

         The Servicer shall, in accordance with its Customary Servicing
Practices, take such steps as are necessary to maintain perfection of the
security interest created by each Receivable in the related Financed Vehicle.
The Servicer is hereby authorized to take such steps as are necessary to
re-perfect such security interest on behalf of the Issuer and the Indenture
Trustee in the event of the relocation of a Financed Vehicle, or for any other
reason. In the event that the assignment of a Receivable to the Issuer is
insufficient, without a notation on the related Financed Vehicle's certificate
of title, or without fulfilling any additional administrative requirements
under the laws of the State in which such Financed Vehicle is located, to
perfect a security interest in the related Financed Vehicle in favor of the
Indenture Trustee, the Servicer hereby agrees that the designation of Fifth
Third (Ohio) as the secured party on the certificate of title is in its
capacity as agent of the Indenture Trustee.

         Section 4.06.  Covenants of Servicer.

         By its execution and delivery of this Agreement, the Servicer hereby
covenants as follows (upon which covenants the Issuer, the Indenture Trustee
and the Owner Trustee rely in accepting the Receivables and delivering the
applicable Securities):

         (a)     Liens in Force. No Financed Vehicle securing a Receivable
shall be released in whole or in part from the security interest granted by
such Receivable, except upon payment in



                                      29
<PAGE>


full of such Receivable by or on behalf of the Obligor thereunder or payment
in full less a deficiency which the Servicer would not attempt to collect in
accordance with its Customary Servicing Practices or in connection with
repossession or except as may be required by an insurer in order to receive
proceeds from any insurance policy covering such Financed Vehicle;

         (b)    No Impairment. The Servicer shall do nothing to impair the
rights of the Issuer in the property of the Issuer;

         (c)     Restrictions on Liens. The Servicer shall not (A) create,
incur or suffer to exist, or agree to create, incur or suffer to exist, or
consent to or permit in the future (upon the occurrence of a contingency or
otherwise) the creation, incurrence or existence of any Lien on or restriction
on transferability of any Receivable except for the Lien of the Indenture and
the restrictions on transferability imposed by this Agreement or (B) other
than as contemplated herein, sign or file any UCC financing statements in any
jurisdiction that names Fifth Third (Ohio), the Seller or the Depositor as a
debtor, and any Person other than the Seller, the Depositor, the Indenture
Trustee or the Issuer as a secured party, or sign any security agreement
authorizing any secured party thereunder to file any such financing statement,
in each case with respect to the Receivables or the related property; and

         (d)    Forced-Place Insurance. The Servicer shall administer its CPI
Insurance program in accordance with all applicable law and in accordance with
the terms of the Contracts related to the Receivables which are subject to CPI
Insurance.

         Section 4.07.  Purchase of Receivables Upon Breach.

         Upon discovery by any of the Servicer, the Seller, the Depositor, the
Owner Trustee or the Indenture Trustee of a breach of any of the covenants set
forth in Sections 4.02(b), 4.05 or 4.06 that materially and adversely affects
the interests of the Issuer, the Indenture Trustee or the Noteholders, the
party discovering such breach shall give prompt written notice to the other
parties hereto; provided that the failure to give such notice shall not affect
any obligation of the Servicer hereunder. If the Servicer does not correct or
cure such breach prior to the end of the Collection Period which includes the
60th day (or, if the Servicer elects, an earlier date) after the date that a
Responsible Officer of the Servicer became aware or was notified of such
breach, then the Servicer shall purchase any Receivable materially and
adversely affected by such breach from the Issuer on the Distribution Date
following the end of such Collection Period. Any such breach or failure will
not be deemed to have a material and adverse effect if such breach or failure
does not affect the receipt of timely payment on such Receivable. Any such
purchase by the Servicer shall be at a price equal to the Purchase Amount of
such Receivable. In consideration for such repurchase, the Servicer shall make
(or shall cause to be made) a payment to the Issuer equal to the Purchase
Amount by depositing such amount into the Collection Account prior to 11:00
a.m., New York City time on such Distribution Date. Upon payment of such
Purchase Amount by the Servicer, the Issuer and the Indenture Trustee shall
release and shall execute and deliver such instruments of release, transfer or
assignment, in each case without recourse or representation, as shall be
reasonably necessary to vest in the Servicer or its designee any Receivable
repurchased pursuant hereto. Subject to Section 7.02, it is understood and
agreed that the obligation of the Servicer to purchase any Receivable as
described above



                                      30
<PAGE>



shall constitute the sole remedy against the Servicer respecting such breach
available to the Depositor, the Noteholders, the Certificateholders, the
Issuer, the Owner Trustee and the Indenture Trustee. Neither the Owner Trustee
nor the Indenture Trustee will have any duty to conduct an affirmative
investigation as to the occurrence of any condition requiring the repurchase
of any Receivable pursuant to this Section.

         Section 4.08.  Servicing Fee.

         The Servicing Fee shall be payable to the Servicer on each
Distribution Date. The Servicing Fee shall be calculated on the basis of a
360-day year comprised of twelve 30-day months. In addition, the Servicer will
be entitled to retain all Supplemental Servicing Fees. The Servicer also will
be entitled to receive Investment Earnings on funds deposited in the Trust
Accounts during each Collection Period. The Servicer shall be required to pay
all expenses incurred by it in connection with its activities under this
Agreement (including taxes imposed on the Servicer and expenses incurred in
connection with distributions and reports made by the Servicer to the Owner
Trustee and the Indenture Trustee), except to the extent otherwise expressly
provided herein.

         Section 4.09.  Servicer's Certificate.

         On each Determination Date, the Servicer shall deliver to the Owner
Trustee, the Indenture Trustee and the Depositor, with a copy to each Rating
Agency and Citigroup Global Markets Inc., a Servicer's Certificate containing
all information necessary to make the distributions to be made on the related
Distribution Date pursuant to Section 5.06 for the related Collection Period.
Such Servicer's Certificate shall be certified by a Responsible Officer of the
Servicer that the information provided is complete and no defaults have
occurred. With respect to each Collection Period, Receivables to be purchased
by the Servicer or to be repurchased by the Seller and each Receivable that
became a Liquidated Receivable, in each case, during such Collection Period
shall be identified by the Servicer by account number with respect to such
Receivable. At the sole option of the Servicer, each Servicer's Certificate
may be delivered in electronic or hard copy format; provided, that if a
Servicer's Certificate is delivered by electronic means, an executed hard copy
shall follow.

         Section 4.10.  Annual Statement as to Compliance; Notice of Servicer
                        Termination Event; Sarbanes-Oxley.

         (a)    The Servicer shall deliver to the Issuer, the Indenture
Trustee, the Depositor and each Rating Agency, on or before March 29 of each
year beginning March 29, 2005, an Officer's Certificate of the Servicer and
dated as of December 31 of the preceding calendar year, stating that (i) a
review of the activities of the Servicer during the preceding 12-month period
(or since the Closing Date in the case of the first such Officer's
Certificate) and of the performance of its obligations under this Agreement
has been made under such officer's supervision and (ii) to the best of such
officer's knowledge, based on such review, the Servicer has performed in all
material respects its obligations under this Agreement throughout such period
or, if there has been a material default in the performance of any such
obligation, specifying each such default known to such officer and the nature
and status thereof.



                                      31
<PAGE>



         (b)    The Servicer shall deliver to the Issuer, the Indenture
Trustee, the Depositor and each Rating Agency, promptly after having obtained
knowledge thereof, but in no event later than five Business Days thereafter,
written notice in an Officer's Certificate of any event that is, or with the
giving of notice or lapse of time or both would become, a Servicer Termination
Event under Section 8.01.

         (c)    The Servicer shall take all action necessary to satisfy the
Issuer's reporting requirements under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including, without limitation, monthly and other
reports on Form 8-K, any Form 15 (in the sole discretion of the Servicer),
annual reports on Form 10-K with respect to the Issuer including all required
exhibits thereto and the Sarbanes-Oxley Certification in respect thereof.

         Section 4.11.  Annual Independent Accountants' Report.

         The Servicer shall cause a firm of independent certified public
accountants, which may also render other services to the Servicer or its
Affiliates, to deliver to the Owner Trustee, the Indenture Trustee and each
Rating Agency, on or before March 29 of each year, beginning March 29, 2005
with respect to the twelve months ended on the immediately preceding December
31 (or, with respect to the first such report, such period as shall have
elapsed from the Closing Date to December 31, 2004), a report addressed to the
Servicer, the Owner Trustee and the Indenture Trustee, to the effect that such
firm has audited the books and records of the Servicer or, if applicable, the
parent corporation of the Servicer, and issued its report thereon and that
such examination: (a) was made in accordance with generally accepted auditing
standards, (b) included tests relating to motor vehicle receivables serviced
for others in accordance with the Uniform Single Attestation Program for
Mortgage Bankers ("USAP"), to the extent the procedures in such program are
applicable to the servicing obligations set forth in this Agreement, (c)
except as described in the report, disclosed no exceptions or errors in the
records relating to the motor vehicle receivables serviced for others that, in
the firm's opinion, paragraph four of USAP (or such other form as shall
satisfy the requirements of the Commission) requires such firm to report. The
certification required by this paragraph may be replaced by any similar
certification using standards other than USAP which are now or in the future
in use by servicers of comparable motor vehicle receivables. The report will
also indicate that the firm is independent of the Servicer within the meaning
of the Code of Professional Ethics of the American Institute of Certified
Public Accountants.

         Section 4.12.  Access to Certain Documentation and Information
                        Regarding Receivables.

         The Servicer shall provide to representatives of the Owner Trustee,
the Indenture Trustee, the Certificateholders and the Noteholders reasonable
access to the documentation regarding the Receivables and the related Trust
property in such cases where such Persons shall be entitled by applicable laws
or regulations or by the express terms of the Basic Documents to have access
to such documentation. Access shall be afforded without charge, but only upon
reasonable request, which does not unreasonably interfere with the Servicer's
normal business operations or employee or customer relations, and during the
normal business hours at the offices of the Servicer. Nothing in this Section
shall affect the obligation of the Servicer to observe any applicable law
prohibiting disclosure of information regarding the Obligors and the failure
of the



                                      32
<PAGE>


Servicer to provide access to information as a result of such obligation shall
not constitute a breach of this Section.

         Section 4.13.  Term of Servicer.

         The Servicer hereby covenants and agrees to act as Servicer under,
and for the term of, this Agreement.

         Section 4.14.  Access to Information Regarding Trust and Basic
                        Documents.

         The Servicer shall furnish to the Owner Trustee from time to time
such information regarding the Issuer or the Basic Documents as the Owner
Trustee shall reasonably request. Upon request, the Indenture Trustee shall
furnish to the Owner Trustee annually a copy of the Note Register; provided,
however, the Indenture Trustee shall not be obligated to furnish a copy of the
Note Register more than once each calendar year. The Servicer shall furnish to
the Owner Trustee copies of all documents and reports required to be provided
by the Servicer pursuant to this Article IV of the Sale and Servicing
Agreement.

         Section 4.15.  Remittance of Fifth Third GAP Amounts.

         (a)    The Servicer shall handle all claims of Obligors in connection
with Fifth Third GAP for any Receivable. Notwithstanding any other provision
of this Agreement, if the Servicer determines that all or some portion of the
total payoff amount of a Receivable is required to be cancelled pursuant to
Fifth Third GAP in effect for such Receivable, the Servicer shall take the
appropriate steps to reduce the total payoff amount of such Receivable by the
GAP Amount, and such reduction shall not be a violation of any other provision
of this Agreement. For any Collection Period during which the Servicer
determines that all or some portion of the total payoff amount of a Receivable
is required to be cancelled pursuant to Fifth Third GAP in effect for such
Receivable, the Servicer shall deposit the applicable GAP Amount into the
Collection Account by 11:00 am New York City time on the related Distribution
Date. The Servicer shall pursue reimbursement of advanced GAP Amounts from the
Bank obligated under the related Fifth Third GAP.

         (b)    The Issuer agrees that it shall have no right to collect from
the Obligor the amount of any GAP Amount determined by the Servicer to be
applicable to any Receivable, and that the Issuer shall not, on its own or
through any agent or assignee, attempt to collect any GAP Amount from any
Obligor.

                                  Article V

                 DISTRIBUTIONS; STATEMENTS TO SECURITYHOLDERS

         Section 5.01.  Establishment of Accounts.

         (a)    The Servicer, for the benefit of the Noteholders and the
Certificateholders, shall cause to be established and maintained in the name
of the Indenture Trustee an Eligible Deposit Account (the "Collection
Account"), bearing a designation clearly indicating that the funds



                                      33
<PAGE>


deposited therein are held for the benefit of the Noteholders and the
Certificateholders. The Collection Account shall be established initially at
the Indenture Trustee.

         (b)    [Reserved].

         (c)    The Indenture Trustee shall establish and maintain in the name
of the Indenture Trustee an Eligible Deposit Account (the "Principal
Distribution Account"), bearing a designation clearly indicating that the
funds deposited therein are held for the benefit of the Noteholders. The
Principal Distribution Account shall be established initially at the Indenture
Trustee.

         (d)    The Indenture Trustee shall establish and maintain in the name
of the Indenture Trustee an Eligible Deposit Account (the "Reserve Account"),
bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Noteholders. The Reserve Account shall be
established initially at the Indenture Trustee.

         (e)    Funds on deposit in the Collection Account and the Reserve
Account shall be invested by the Indenture Trustee in Eligible Investments
selected in writing by the Servicer and of which the Servicer provides
notification (pursuant to standing instructions or otherwise); provided,
however, that if the Servicer fails to select any Eligible Investment, the
Indenture Trustee shall invest such funds in Fifth Third Institutional
Government Money Market Fund. Other than as permitted in writing by the Rating
Agencies, all investments of funds on deposit in the Trust Accounts shall
mature so that such funds will be available on the next Distribution Date.

         (f)    Neither the Servicer nor the Indenture Trustee shall be held
liable in any way for any investment losses, except for losses attributable to
such Person's failure to make payments on an Eligible Investment issued by
such Person, in its commercial capacity as principal obligor, in accordance
with their terms.

         (g)    (i) The Indenture Trustee shall possess all right, title and
interest in all funds and investment property on deposit from time to time in
or credited to the Trust Accounts and in all proceeds thereof (including all
income thereon) and all such funds, investment property, proceeds and income
shall be part of the Trust Estate, except as otherwise set forth herein. The
Trust Accounts shall be under the sole dominion and control of the Indenture
Trustee for the benefit of the Noteholders and, as applicable, the
Certificateholders. If, at any time, any Trust Account ceases to be an
Eligible Deposit Account, the Indenture Trustee (or, in the case of the
Collection Account, the Servicer on its behalf) shall within 10 Business Days
(or such longer period as to which each Rating Agency may consent) after
becoming aware of the fact, establish a new Trust Account as an Eligible
Deposit Account and shall direct the Indenture Trustee to transfer any cash
and/or any investments from the account that is no longer an Eligible Deposit
Account to the new Trust Account.

               (ii)   With respect to the Trust Account Property, the Indenture
          Trustee agrees, by its acceptance hereof, that:



                                      34
<PAGE>



                         (A)   any Trust Account Property that is held in
                    deposit accounts shall be held solely in Eligible Deposit
                    Accounts, subject to the last sentence of Section
                    5.01(g)(i); and each such Eligible Deposit Account shall
                    be subject to the exclusive custody and control of the
                    Indenture Trustee, and the Indenture Trustee or its
                    designee shall have sole signature authority with respect
                    thereto; and

                         (B)   any other Trust Account Property shall be
                    delivered to the Indenture Trustee in accordance with the
                    definition of "Delivery" and shall be held, pending
                    maturity or disposition, solely by the Indenture Trustee
                    or a securities intermediary (as such term is defined in
                    Section 8-102 of the UCC) acting solely for the Indenture
                    Trustee.

               (iii)  The Servicer shall have the power, revocable by the
          Indenture Trustee or by the Owner Trustee with the consent of the
          Indenture Trustee, following a Servicer Termination Event to
          instruct the Indenture Trustee to make withdrawals and payments from
          the Trust Accounts and the Certificate Distribution Account for the
          purpose of withdrawing any amounts deposited in error into such
          accounts.

         Section 5.02.  Collections.

         The Servicer shall remit to the Collection Account all Collections
with respect to a Collection Period by 11:00 am New York City time on the
related Distribution Date for so long as (i) Fifth Third (Ohio) is the
Servicer, (ii) the Servicer has the Minimum Required Rating, and (iii) no
Servicer Termination Event shall have occurred and be continuing.
Notwithstanding anything herein to the contrary, so long as the conditions set
forth in clauses (i) through (iii) above are satisfied, the Servicer shall be
permitted to deposit into the Collection Account only the net amount
distributable to Persons other than the Servicer and its Affiliates on the
Distribution Date; provided, however, that the Servicer shall account to the
Indenture Trustee, the Owner Trustee, the Noteholders and the
Certificateholders as if all deposits, distributions and transfers were made
individually. If (i) Fifth Third (Ohio) is no longer the Servicer, (ii) Fifth
Third (Ohio) no longer has the Minimum Required Rating, or (iii) a Servicer
Termination Event shall have occurred and be continuing, the Servicer shall
remit to the Collection Account all Collections within two Business Days of
receipt thereof. Notwithstanding the foregoing, the Servicer may remit
Collections to the Collection Account on any other alternate remittance
schedule (but not later than the related Distribution Date) if the Rating
Agency Condition is satisfied with respect to such alternate remittance
schedule. Pending deposit into the Collection Account, Collections may be
commingled and used by the Servicer at its own risk and are not required to be
segregated from its own funds.

         Section 5.03.  [Reserved].

         Section 5.04.  Purchase Amounts.

         On each Distribution Date, the Servicer and the Seller will deposit
into the Collection Account the aggregate Purchase Price with respect to
Purchased Receivables purchased by the Servicer or the Seller, respectively,
on such Distribution Date, and the Servicer will deposit into the Collection
Account all amounts, if any, to be paid under Section 9.01 in connection with
the



                                      35
<PAGE>



Optional Purchase. All such deposits with respect to a Distribution Date will
be made, in immediately available funds by 11:00 a.m., New York City time, on
such Distribution Date.

         Section 5.05.  Permitted Withdrawals from Collection Account.

         On each Distribution Date, the Indenture Trustee, at the direction of
the Servicer, shall, in addition to, and prior to, the withdrawals from the
Collection Account on such Distribution Date pursuant to Section 5.06(b) or
Section 5.06(e), as applicable, make the following withdrawals from the
Collection Account, for the following purposes:

         (a)    to withdraw any amount not required to be deposited in the
Collection Account or deposited therein in error; and

         (b)    to clear and terminate the Collection Account in connection
with the termination of this Agreement.

         The Servicer shall keep and maintain an accounting, as part of the
monthly Servicer's Certificate prepared by the Servicer, for the purpose of
justifying any withdrawals from the Collection Account pursuant to this
Section 5.05. It is understood that whenever reference is made in this
Agreement to withdrawals by the Servicer from the Collection Account and
distributions by the Servicer of amounts so withdrawn, such withdrawals and
distributions shall be made or caused to be made by the Indenture Trustee in
accordance with written instructions from the Servicer signed by a Responsible
Officer of the Servicer.

         Section 5.06.  Distributions.

         (a)    On or prior to each Determination Date, the Servicer shall
calculate all amounts required to be deposited pursuant to this Section and
deliver a Servicer's Certificate pursuant to Section 4.09.

         (b)    On each Distribution Date prior to an acceleration of the Notes
specified in Section 5.06(e), the Servicer shall instruct the Indenture
Trustee in writing (based on the information contained in the Servicer's
Certificate delivered on the related Determination Date pursuant to Section
4.09) to make the following deposits and distributions from amounts on deposit
in the Collection Account, to the extent of the sum of (1) the Total
Distribution Amount for such Distribution Date and (2) all amounts transferred
to the Collection Account from the Reserve Account pursuant to Section 5.07(b)
for such Distribution Date, to make required payments and distributions on
such date pursuant to clauses (i) through (x) below, in the following order
and priority:

               (i)    to the Servicer, the Servicing Fee (and any accrued and
          unpaid Servicing Fees from prior Collection Periods);

               (ii)   concurrently, from available funds remaining after the
          application of clause (i) and only to the extent not previously paid
          by the Administrator, (A) to the Indenture Trustee, the Indenture
          Trustee Fee for the related Collection Period (and any accrued and
          unpaid Indenture Trustee Fees from prior Collection Periods) and (B)
          to the



                                      36
<PAGE>



          Owner Trustee, the Owner Trustee Fee for the related Collection
          Period (and any accrued and unpaid Owner Trustee Fees from prior
          Collection Periods);

               (iii)  to the Class A Noteholders, ratably based on the amount
          of interest then owing to each Class A Noteholder, from available
          funds remaining after the application of clauses (i) and (ii), the
          Class A Noteholders' Interest Distributable Amount;

               (iv)   to the Principal Distribution Account, for distribution
          pursuant to Section 5.06(d), from available funds remaining after
          the application of clauses (i) through (iii), the First Allocation
          of Principal, if any;

               (v)    to the Class B Noteholders, ratably based on the amount
          of interest then owing to each Class B Noteholder, from available
          funds remaining after the application of clauses (i) through (iv),
          the Class B Noteholders' Interest Distributable Amount;

               (vi)   to the Principal Distribution Account, for distribution
          pursuant to Section 5.06(d), from available funds remaining after
          the application of clauses (i) through (v), the Second Allocation of
          Principal, if any, reduced by any First Allocation of Principal paid
          pursuant to clause (iv) above;

               (vii)  to the Reserve Account, from available funds remaining
          after the application of clauses (i) through (vi), any deficiency in
          the Reserve Account Required Amount;

               (viii) to the Principal Distribution Account, for distribution
          pursuant to Section 5.06(d), from available funds remaining after
          the application of clauses (i) through (vii), the Regular Principal
          Allocation, if any, reduced by any First Allocation of Principal
          paid pursuant to clause (iv) above and any Second Allocation of
          Principal paid pursuant to clause (vi) above;

               (ix)   to the Indenture Trustee and the Owner Trustee, from
          available funds remaining after the application of clauses (i)
          through (ix), any accrued and unpaid fees, expenses and
          indemnification expenses owed thereto under any of the Basic
          Documents to the extent not otherwise paid (including legal fees and
          expenses); and

               (x)    the remainder, if any, of available funds remaining after
          the application of clauses (i) through (x), (A) if the Seller and
          its Affiliates hold 100% of the Certificates, in accordance with the
          Seller's directions or (B) otherwise, to the Certificate
          Distribution Account for distribution to the Holders of the
          Certificates.

         Notwithstanding that the Notes have been paid in full, the Indenture
Trustee shall continue to maintain the Collection Account hereunder until all
amounts distributable on the Certificates have been distributed to the
Certificateholders.

         (c)    On each Distribution Date, the Indenture Trustee shall remit to
the Servicer the net Investment Earnings from the Trust Accounts earned since
the immediately preceding Distribution Date (or, in the case of the first
Distribution Date, earned since the Closing Date).



                                      37
<PAGE>



         (d)    On each Distribution Date prior to an acceleration of the Notes
specified in Section 5.06(e), the Servicer shall instruct the Indenture
Trustee in writing (based on the information contained in the Servicer's
Certificate delivered on the related Determination Date pursuant to Section
4.09) to withdraw the funds on deposit in the Principal Distribution Account
with respect to the Collection Period preceding such Distribution Date and
make payments and distributions on such date pursuant to clauses (i) and (ii)
below, in the following order and priority:

               (i)    to the Class A Noteholders, in the following order and
          priority, the Class A Principal Distributable Amount for such
          Distribution Date:

                    (A)  to the Class A-1 Noteholders on account of principal
               until the Outstanding Amount of the Class A-1 Notes is reduced
               to zero;

                    (B)  to the Class A-2 Noteholders on account of principal
               until the Outstanding Amount of the Class A-2 Notes is reduced
               to zero;

                    (C)  to the Class A-3 Noteholders on account of principal
               until the Outstanding Amount of the Class A-3 Notes is reduced
               to zero; and

                    (D)  to the Class A-4 Noteholders on account of principal
               until the Outstanding Amount of the Class A-4 Notes is reduced
               to zero;

               provided, however, that on each Distribution Date following
               the occurrence and during the continuation of an Event of
               Default specified in Section 5.01(iii) of the Indenture that
               has resulted in an acceleration of the Notes, the remainder,
               if any, of the Class A Principal Distributable Amount for
               such Distribution Date remaining after the application of
               Section 5.06(d)(i)(A) above shall be paid to the Class A-2
               Noteholders, Class A-3 Noteholders and Class A-4
               Noteholders, ratably, without preference or priority of any
               kind, on the basis of the respective Outstanding Amounts of
               the Class A-2 Notes, the Class A-3 Notes and the Class A-4
               Notes, on account of principal until the respective
               Outstanding Amount of each such subclass of Class A Notes is
               reduced to zero; and

               (ii)   to the Class B Noteholders, the Class B Principal
         Distributable Amount for such Distribution Date.

         (e)    Notwithstanding Section 5.06(b) and (d) above, and subject to
the provisions of Section 5.04(b) of the Indenture, on each Distribution Date
following the occurrence and during the continuation of an Event of Default
specified in Section 5.01(i), 5.01(ii), 5.01(iv) or 5.01(v) of the Indenture
that has resulted in an acceleration of the Notes (or following the occurrence
of an Event of Default specified in Section 5.01(i), 5.01(ii), 5.01(iv) or
5.01(v) after an Event of Default specified in Section 5.01(iii) of the
Indenture has occurred and the Notes have been accelerated), the Servicer
shall instruct the Indenture Trustee in writing (based on the information
contained in the Servicer's Certificate delivered on the related Determination
Date pursuant to Section 4.09) to make the following deposits and
distributions from amounts on deposit in the Collection Account, to the extent
of the sum of (1) the Total Distribution Amount



                                      38
<PAGE>


for such Distribution Date and (2) all amounts transferred to the Collection
Account from the Reserve Account pursuant to Section 5.07(b) for such
Distribution Date, to make required payments and distributions on such date
pursuant to clauses (i) through (ix) below, in the following order and
priority:

               (i)    to the Servicer, the Servicing Fee (and any accrued and
          unpaid Servicing Fees from prior Collection Periods);

               (ii)   concurrently, from available funds remaining after the
          application of clause (i) and only to the extent not previously paid
          by the Administrator, (A) to the Indenture Trustee, the Indenture
          Trustee Fee for the related Collection Period (and any accrued and
          unpaid Indenture Trustee Fees from prior Collection Periods) and (B)
          to the Owner Trustee, the Owner Trustee Fee for the related
          Collection Period (and any accrued and unpaid Owner Trustee Fees
          from prior Collection Periods);

               (iii)  from available funds remaining after the application of
          clauses (i) and (ii), to the Class A Noteholders, ratably based on
          the amount of interest then owing to each Class A Noteholder, the
          Class A Noteholders' Interest Distributable Amount;

               (iv)   from available funds remaining after the application of
          clauses (i) through (iii), to the Class A-1 Noteholders, ratably, on
          account of principal until the Outstanding Amount of the Class A-1
          Notes is reduced to zero;

               (v)    from available funds remaining after the application of
          clauses (i) through (iv), to the Class A-2 Noteholders, Class A-3
          Noteholders and Class A-4 Noteholders, ratably, without preference
          or priority of any kind, on the basis of the respective Outstanding
          Amounts of the Class A-2 Notes, the Class A-3 Notes and the Class
          A-4 Notes, on account of principal until the respective Outstanding
          Amount of each such subclass of Class A Notes is reduced to zero;

               (vi)   from available funds remaining after the application of
          clauses (i) through (v), to the Class B Noteholders, ratably based
          on the amount of interest then owing to each Class B Noteholder, the
          Class B Noteholders' Interest Distributable Amount;

               (vii)  from available funds remaining after the application of
          clauses (i) through (vi), to the Class B Noteholders, ratably, on
          account of principal until the Outstanding Amount of the Class B
          Notes is reduced to zero;

               (viii) from available funds remaining after the application of
          clauses (i) through (vii), to the Indenture Trustee and the Owner
          Trustee, any accrued and unpaid fees, expenses and indemnification
          expenses owed thereto under any of the Basic Documents to the extent
          not otherwise paid (including legal fees and expenses); and

               (ix)   the remainder, if any, of available funds remaining
          after the application of clauses (i) through (viii), (A) if the
          Seller and its Affiliates hold 100% of the Certificates, in
          accordance with the Seller's directions or (B) otherwise, to the
          Certificate Distribution Account for distribution to the Holders of
          the Certificates.



                                      39
<PAGE>



         Section 5.07.  Reserve Account.

         (a)    On or prior to the Closing Date the Issuer shall cause to have
deposited an amount equal to the Reserve Account Required Amount into the
Reserve Account from the net proceeds of the sale of the Securities. The
Reserve Account shall be an asset of the Issuer.

         (b)    On each Distribution Date, the Servicer shall instruct the
Indenture Trustee in writing (based on the information contained in the
Servicer's Certificate delivered on the related Determination Date pursuant to
Section 4.09) to withdraw the Reserve Account Withdrawal Amount, if any, from
the Reserve Account and deposit such Reserve Account Withdrawal Amount into
the Collection Account for distribution in the order of priority set forth in
Section 5.06(b) or Section 5.06(e), as applicable, no later than 12:00 noon,
New York City time, on the Business Day prior to the related Distribution
Date.

         (c)    In the event that, on any Distribution Date prior to an
acceleration of the Notes specified in Section 5.06(e), the amount on deposit
in the Reserve Account shall be less than the Reserve Account Required Amount,
available funds remaining after the payment of the amounts set forth in
Section 5.06(b)(i) through (vi), up to an amount equal to such shortfall,
shall be deposited by the Indenture Trustee to the Reserve Account on such
Distribution Date, pursuant to Section 5.06(b)(vii).

         (d)    Subject to Section 9.01, amounts will continue to be applied
pursuant to Section 5.06 following payment in full of all of the Outstanding
Amount of the Notes until the Pool Balance is reduced to zero. Following the
payment in full of the aggregate Outstanding Amount of the Notes and of all
other amounts owing or to be distributed hereunder or under the Indenture or
the Trust Agreement to Noteholders and the termination of the Issuer, any
amount then allocated to the Reserve Account shall be paid to the Certificate
Distribution Account for distribution to the Certificateholders.

         Section 5.08.  Statements to Securityholders.

         On or before each Determination Date, the Servicer shall provide to
the Indenture Trustee (with a copy to each Rating Agency, Citigroup Global
Markets Inc. and each Paying Agent (if any)) for the Indenture Trustee to
forward, on the related Distribution Date, to each Noteholder of record as of
the most recent Record Date and to the Owner Trustee (with a copy to each
Paying Agent (if any)) for the Issuer to forward, on the related Distribution
Date, to each Certificateholder of record as of the most recent Record Date a
statement substantially in the form of Exhibit B setting forth at least the
following information as to the Notes to the extent applicable:

         (a)    the amount of Collections received with respect to the
Receivables;

         (b)    the aggregate amount being paid on such Distribution Date in
respect of interest and principal on each Class of Notes;




                                      40
<PAGE>



         (c)    the Outstanding Amount of each Class of Notes and the Note Pool
Factor for each such Class as of the close of business on the preceding
Distribution Date, after giving effect to payments allocated to principal
reported under clause (b) above;

         (d)    the amount of the Servicing Fee paid to the Servicer and the
amount of any fees paid by the Issuer, if any, to the Owner Trustee or the
Indenture Trustee with respect to the related Collection Period;

         (e)    the amount of the Regular Principal Allocation for such
Distribution Date;

         (f)    the amount of the First Allocation of Principal, if any, for
such Distribution Date;

         (g)    the amount of the Second Allocation of Principal, if any, for
such Distribution Date;

         (h)    the aggregate amounts of Realized Losses, if any, and
Recoveries, if any, with respect to the related Collection Period;

         (i)    the Pool Balance as of the close of business on the last day
of the related Collection Period;

         (j)    the balance of the Reserve Account on the related Determination
Date after giving effect to deposits and withdrawals to be made on such
Distribution Date, if any;

         (k)    the amount of any deposit to the Reserve Account and the amount
and application of any funds withdrawn from the Reserve Account, in each case
with respect to such Distribution Date;

         (l)    the aggregate Principal Balance of all Receivables that became
Liquidated Receivables on that Distribution Date during the related Collection
Period;

         (m)    the aggregate Principal Balance and number of Receivables that
are 30 to 59 days, 60 to 89 days or 90 days or more delinquent as of the last
day of the related Collection Period;

         (n)    the Class A-1 Interest Carryover Shortfall, the Class A-2
Interest Carryover Shortfall, the Class A-3 Interest Carryover Shortfall, the
Class A-4 Interest Carryover Shortfall and the Class B Interest Carryover
Shortfall, in each case after giving effect to payments on such Distribution
Date, and any change in such amounts from the preceding statement;

         (o)    the aggregate Purchase Amounts for Receivables, if any, that
were or are to be purchased during or with respect to such Collection Period;

         (p)    the aggregate Principal Balance and number of all Receivables
with respect to which the related Financed Vehicle was repossessed; and

         (q)    the Overcollateralization Target Amount for the next
Distribution Date.



                                      41
<PAGE>



         Each amount set forth on the Distribution Date Statement under
clauses (b), (d), (e), (f), (g), (h) or (n) above shall be expressed as a
dollar amount per $1,000 of original principal balance of a Note.

                                  Article VI

                                 THE DEPOSITOR

         Section 6.01.  Representations of Depositor.

         The Depositor makes the following representations to the Issuer, the
Servicer, the Indenture Trustee and the Seller. The Issuer relies on such
representations in accepting the Receivables and delivering the Securities.
Such representations speak as of the execution and delivery of this Agreement
and as of the Closing Date, and shall survive the sale, transfer and
assignment of the Receivables by the Depositor to the Issuer and the pledge
thereof to the Indenture Trustee in accordance with the terms of the
Indenture.

         (a)    Organization and Good Standing. The Depositor is duly organized
and validly existing as a corporation in good standing under the laws of the
State of Delaware, with the corporate power and authority to own its
properties and to conduct its business as such properties are currently owned
and such business is presently conducted.

         (b)    Due Qualification. The Depositor is duly qualified to do
business as a foreign corporation in good standing, and has obtained all
necessary licenses and approvals in all jurisdictions where the failure to do
so would materially and adversely affect the Depositor's ability to transfer
the Receivables to the Issuer pursuant to this Agreement or the validity or
enforceability of the Receivables.

         (c)    Power and Authority. The Depositor has the corporate power and
authority to execute and deliver this Agreement and the other Basic Documents
to which it is a party and to carry out their respective terms; the Depositor
has full power and authority to sell and assign the property to be sold and
assigned to and deposited with the Issuer, and the Depositor shall have duly
authorized such sale and assignment to the Issuer by all necessary corporate
action; and the execution, delivery and performance of this Agreement and the
other Basic Documents to which the Depositor is a party have been duly
authorized by the Depositor by all necessary corporate action.

         (d)    Binding Obligation. This Agreement and the other Basic
Documents to which the Depositor is a party, when duly executed and delivered
by the other parties hereto and thereto, shall constitute legal, valid and
binding obligations of the Depositor, enforceable against the Depositor in
accordance with their respective terms, except as the enforceability thereof
may be limited by bankruptcy, insolvency, reorganization or similar laws now
or hereafter in effect relating to or affecting creditors' rights generally
and to general principles of equity (whether applied in a proceeding at law or
in equity).

         (e)    No Violation. The consummation of the transactions contemplated
by this Agreement and the other Basic Documents and the fulfillment of the
terms of this Agreement



                                      42
<PAGE>



and the other Basic Documents shall not conflict with, result in any breach of
any of the terms or provisions of or constitute (with or without notice or
lapse of time, or both) a default under, the certificate of incorporation or
bylaws of the Depositor, or any indenture, agreement, mortgage, deed of trust
or other instrument to which the Depositor is a party or by which it is bound;
or result in the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any such indenture, agreement, mortgage, deed of
trust or other instrument, other than this Agreement and the other Basic
Documents; or violate any law, order, rule or regulation applicable to the
Depositor of any court or federal or state regulatory body, administrative
agency or other governmental instrumentality having jurisdiction over the
Depositor.

         (f)    No Proceedings. There are no proceedings or investigations
pending or, to the Depositor's knowledge, threatened, against the Depositor
before any court, regulatory body, administrative agency or other tribunal or
governmental instrumentality having jurisdiction over the Depositor or its
properties: (i) asserting the invalidity of this Agreement or any other Basic
Document; (ii) seeking to prevent the issuance of the Notes or the
Certificates or the consummation of any of the transactions contemplated by
this Agreement or any other Basic Document; (iii) seeking any determination or
ruling that might materially and adversely affect the performance by the
Depositor of its obligations under, or the validity or enforceability of, this
Agreement or any other Basic Document; or (iv) seeking to adversely affect the
federal income tax or similar Applicable Tax State tax attributes of the
Notes.

         (g)    No Consents. The Depositor is not required to obtain the
consent of any other party or any consent, license, approval, registration,
authorization, or declaration of or with any governmental authority, bureau or
agency in connection with the execution, delivery, performance, validity or
enforceability of this Agreement or any other Basic Document to which it is a
party that has not already been obtained.

         Section 6.02.  Corporate Existence.

         During the term of this Agreement, the Depositor will keep in full
force and effect its existence, rights and franchises as a corporation under
the laws of the jurisdiction of its incorporation and will obtain and preserve
its qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Basic Documents and each other
instrument or agreement necessary or appropriate to the proper administration
of this Agreement and the transactions contemplated hereby. In addition, all
transactions and dealings between the Depositor and its Affiliates will be
conducted on an arm's-length basis.

         Section 6.03.  Liability of Depositor; Indemnities.

         The Depositor shall be liable in accordance herewith only to the
extent of the obligations specifically undertaken by the Depositor under this
Agreement (which shall not include distributions on account of the Notes or
the Certificates).

         Section 6.04.  Merger or Consolidation of, or Assumption of the
                        Obligations of, Depositor.



                                      43
<PAGE>



         Any Person with which the Depositor shall merge or consolidate or
which the Depositor shall permit to become the successor to the Depositor's
business shall execute an agreement of assumption of every obligation of the
Depositor under this Agreement and the other Basic Documents. Whether or not
such assumption agreement is executed, such successor Person shall be the
successor to the Depositor under this Agreement without the execution or
filing of any document or any further act on the part of any of the parties to
this Agreement. The Depositor shall provide prompt notice of any merger,
consolidation or succession pursuant to this Section 6.04 to the Issuer, the
Indenture Trustee, the Servicer, the Securityholders and the Rating Agencies.
Notwithstanding the foregoing, the Depositor shall not merge or consolidate
with any other Person or permit any other Person to become a successor to the
Depositor's business unless (w) immediately after giving effect to such
transaction, no representation or warranty made pursuant to Section 3.02 or
6.01 shall have been breached (for purposes hereof, such representations and
warranties shall speak as of the date of the consummation of such
transaction), (x) the Depositor shall have delivered to the Issuer, the
Indenture Trustee and the Servicer an Officer's Certificate and an Opinion of
Counsel each stating that such consolidation, merger or succession and such
agreement of assumption comply with this Section 6.04 and that all conditions
precedent provided for in this Agreement relating to such transaction have
been complied with, (y) the Rating Agency Condition shall have been satisfied
and (z) the Depositor shall have delivered to the Issuer, the Indenture
Trustee and the Servicer an Opinion of Counsel stating that, in the opinion of
such counsel, either (A) all financing statements and continuation statements
and amendments thereto have been executed and filed that are necessary to
preserve and protect the interest of the Issuer in the Receivables and
reciting the details of such filings or (B) no such action is necessary to
preserve and protect such interest.

         Section 6.05.  Limitation on Liability of Depositor and Others.

         The Depositor and any director, officer, employee or agent of the
Depositor may rely in good faith on the advice of counsel or on any document
of any kind, prima facie properly executed and submitted by any Person
respecting any matters arising hereunder. The Depositor shall be under no
obligation to appear in, prosecute or defend any legal action that shall not
be incidental to its obligations under this Agreement and that in its opinion
may involve it in any expense or liability.

         Section 6.06.  Depositor May Own Securities.

         The Depositor and any Affiliate thereof may in its individual or any
other capacity become the owner or pledgee of Securities with the same rights
as it would have if it were not the Depositor or an Affiliate thereof, except
as expressly provided herein or in any Basic Document.

         Section 6.07.  Depositor to Provide Copies of Relevant Securities
                        Filings.

         The Depositor shall provide or cause to be provided to the Indenture
Trustee and the Seller a copy of any document filed by the Depositor
subsequent to the date hereof with the Commission pursuant to the Securities
Act of 1933 or the Securities Exchange Act of 1934 that relate specifically to
the Issuer, the Notes or the Certificates.



                                      44
<PAGE>



         Section 6.08.  Amendment of Depositor's Organizational Documents.

         The Depositor shall not amend its organizational documents except in
accordance with the provisions thereof.

                                 Article VII

                                 THE SERVICER

         Section 7.01.  Representations of Servicer.

         The Servicer makes the following representations to the Issuer, the
Depositor, the Indenture Trustee and the Seller and upon which the Issuer is
deemed to have relied in acquiring the Receivables. Such representations speak
as of the execution and delivery of this Agreement and as of the Closing Date
(and in the case of subsections (a) or (b) as of any point during the term of
this Agreement), and shall survive the sale of the Receivables to the Issuer
and the pledge thereof to the Indenture Trustee in accordance with the terms
of the Indenture.

         (a)    Organization and Good Standing. The Servicer is a banking
corporation duly organized, validly existing and in good standing under the
laws of the State of Ohio and has, in all material respects, the corporate
power to own its assets and to transact the business in which it is currently
engaged. The Servicer is duly qualified to do business as a foreign
corporation and is in good standing in each jurisdiction where the failure to
do so would materially and adversely affect the ability of the Servicer to
perform its obligations under the Basic Documents or affect the enforceability
or collectibility of the Receivables (other than a de minimis portion of the
Receivables). The Servicer is an insured depository institution under the
provisions of the Federal Deposit Insurance Act, 12 U.S.C. Sections 1811-1831
and the Servicer's status as an insured depository institution has not been
terminated under the provisions of Section 8 of the Federal Deposit Insurance
Act, 12 U.S.C. Section 1818. The Servicer has, and at all relevant times had,
the power, authority and legal right to acquire, own, and service the
Receivables.

         (b)    Licenses and Approvals. The Servicer has obtained all necessary
licenses and approvals, in all jurisdictions where the failure to do so would
materially and adversely affect the Servicer's ability to acquire, own and
service the Receivables (other than a de minimis portion of the Receivables).

         (c)    Power and Authority. The Servicer has the power and authority
to execute and deliver this Agreement and the other Basic Documents to which
it is a party and to carry out their respective terms; and the execution,
delivery and performance of this Agreement and the other Basic Documents to
which it is a party have been duly authorized by the Servicer by all necessary
corporate action.

         (d)    Binding Obligation. This Agreement and the other Basic
Documents to which it is a party constitute legal, valid and binding
obligations of the Servicer, enforceable against the Servicer in accordance
with their respective terms, except as the enforceability thereof may be
limited by bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors' rights generally and to general
principles of equity whether applied in a proceeding



                                      45
<PAGE>


in equity or at law and by the rights and powers of the Federal Deposit
Insurance Corporation and the Office of the Comptroller of the Currency.

         (e)    No Consent Required. The Servicer is not required to obtain the
consent of any other party or any consent, license, approval or authorization
from, or registration or declaration with, any governmental authority, bureau
or agency in connection with the execution, delivery, performance, validity or
enforceability of this Agreement, other than (i) UCC filings, (ii) approvals
and authorizations that have previously been obtained and filings that have
previously been made and (iii) approvals, authorizations or filings which, if
not obtained or made, would not have a material adverse effect on the
enforceability or collectibility of the Receivables or would not materially
and adversely affect the ability of the Servicer to perform its obligations
under the Basic Documents.

         (f)    No Violation. The consummation of the transactions contemplated
by this Agreement and the other Basic Documents to which the Servicer is a
party and the fulfillment of their respective terms shall not conflict with,
result in any breach of any of the terms and provisions of, or constitute
(with or without notice or lapse of time or both) a default under, the
certificate of incorporation or bylaws of the Servicer, or any material
indenture, agreement, mortgage, deed of trust or other instrument to which the
Servicer is a party or by which it is bound; or result in the creation or
imposition of any Lien upon any of its properties pursuant to the terms of any
such indenture, agreement, mortgage, deed of trust or other instrument, other
than this Agreement and the other Basic Documents (other than conflicts,
breaches or Liens which do not affect the legality, validity or enforceability
of any of the Basic Documents and which, individually or in the aggregate,
would not materially and adversely affect the transactions contemplated by, or
the Servicer's ability to perform its obligations under, the Basic Documents),
or violate any law, order, agreement, rule or regulation applicable to the
Servicer of any court or federal or state regulatory body, administrative
agency or other governmental instrumentality having jurisdiction over the
Servicer or any of its properties.

         (g)    No Proceedings. There are no legal or governmental proceedings
or investigations pending or, to the Servicer's knowledge, threatened, against
the Servicer before any court, regulatory body, administrative agency or other
tribunal or governmental instrumentality having jurisdiction over the Servicer
or its properties: (i) asserting the invalidity of this Agreement or any of
the other Basic Documents; (ii) seeking to prevent the issuance of the
Securities or the consummation of any of the transactions contemplated by this
Agreement or any of the other Basic Documents or seeking any determination
which would materially and adversely affect the performance by the Servicer of
its obligations under, or the validity or enforceability of, this Agreement or
any of the other Basic Documents; or (iii) seeking to adversely affect the
federal income tax or similar Applicable Tax State tax attributes of the
Notes.

         Section 7.02.  Indemnities of Servicer.

         The Servicer shall be liable in accordance herewith only to the
extent of the obligations specifically undertaken by the Servicer and the
representations made by the Servicer under this Agreement:



                                      46
<PAGE>


         (a)    The Servicer shall indemnify, defend and hold harmless the
Issuer, the Owner Trustee, the Indenture Trustee, the Seller, the Depositor,
the Securityholders and any of the officers, directors, employees or agents of
the Issuer, the Owner Trustee, the Depositor and the Indenture Trustee from
and against any and all costs, expenses, losses, claims, damages and
liabilities to the extent that such cost, expense, loss, claim, damage or
liability arose out of, or was imposed upon any such Person through, (i) the
breach of any representation or warranty, covenant or other agreement set
forth in this Agreement or the other Basic Documents applicable to it or (ii)
the use, ownership or operation by the Servicer or any Affiliate thereof of a
Financed Vehicle.

         (b)    The Servicer shall indemnify, defend and hold harmless the
Issuer, the Owner Trustee, the Indenture Trustee, the Depositor and their
respective officers, directors, agents and employees, and the Securityholders,
from and against any taxes that may at any time be asserted against any of
such parties with respect to the transactions contemplated in this Agreement,
including any sales, gross receipts, tangible or intangible personal property,
privilege or license taxes (but not including any federal or other income
taxes, including franchise taxes asserted with respect to, and as of the date
of, the transfer of the Receivables to the Issuer or the issuance and original
sale of the Securities), and any reasonable costs and expenses in defending
against the same.

         (c)    The Servicer shall indemnify, defend and hold harmless the
Issuer, the Owner Trustee, the Indenture Trustee, the Depositor, the
Securityholders and any of the officers, directors, employees or agents of the
Issuer, the Owner Trustee, the Depositor and the Indenture Trustee from and
against any and all costs, expenses, losses, claims, damages and liabilities
to the extent that such cost, expense, loss, claim, damage or liability arose
out of, or was imposed upon any such Person through, the negligence, willful
misfeasance or bad faith of the Servicer in the performance of its duties
under this Agreement or by reason of a reckless disregard of its obligations
and duties under this Agreement.

         (d)    In addition to the indemnification obligations set forth above,
and without duplication, the Servicer shall indemnify, defend and hold
harmless the Owner Trustee, the Indenture Trustee, each co-trustee and any of
their respective officers, directors, employees or agents from and against any
and all costs, expenses, losses, damages, claims and liabilities arising out
of or relating to the Trust Agreement, the Indenture, the other Basic
Documents, the Trust Estate (as defined in the Trust Agreement), the
administration of the Trust Estate or the trusts under the Indenture or the
action or inaction of the Owner Trustee, the Indenture Trustee or any
co-trustee under the Trust Agreement or under the Indenture, except to the
extent that such costs, expenses, losses, damages, claims and liabilities (i)
shall be due to the willful misconduct or negligence of the Owner Trustee, the
Indenture Trustee, a co-trustee or such other party seeking indemnification,
as the case may be or (ii) solely with respect to the Owner Trustee, shall
arise from the inaccuracy of any representation or warranty contained in
Section 7.03 of the Trust Agreement expressly made by the Owner Trustee.

         For purposes of this Section, in the event of the termination of the
rights and obligations of Fifth Third (Ohio) (or any successor thereto
pursuant to Section 7.03) as Servicer pursuant to Section 8.02, or the
resignation by such Servicer pursuant to this Agreement, such Servicer shall



                                      47
<PAGE>


be deemed to be the Servicer pending appointment of a successor Servicer
(other than the Indenture Trustee) pursuant to Section 8.03.

         Indemnification under this Section shall survive the resignation or
removal of the Servicer or the termination of this Agreement with respect to
acts of the Servicer prior thereto, and shall include reasonable fees and
expenses of counsel and reasonable expenses of litigation. If the Servicer
shall have made any indemnity payments pursuant to this Section and the Person
to or on behalf of whom such payments are made thereafter collects any of such
amounts from others, such Person shall promptly repay such amounts to the
Servicer, without interest.

         Section 7.03.  Merger or Consolidation of, or Assumption of the
                        Obligations of, Servicer.

         Any Person (i) into which the Servicer may be merged or consolidated,
(ii) resulting from any merger or consolidation to which the Servicer shall be
a party, (iii) that acquires by conveyance, transfer or lease substantially
all of the assets of the Servicer or (iv) succeeding to the business of the
Servicer, which Person shall execute an agreement of assumption to perform
every obligation of the Servicer under this Agreement, shall be the successor
to the Servicer under this Agreement without the execution or filing of any
paper or any further act on the part of any of the parties to this Agreement.
The Servicer shall provide prompt notice of any merger, consolidation or
succession pursuant to this Section 7.03 to the Issuer, the Indenture Trustee
and each Rating Agency. Notwithstanding the foregoing, if the Servicer enters
into any of the foregoing transactions and is not the surviving entity, (x)
the Servicer shall deliver to the Issuer and the Indenture Trustee an
Officer's Certificate and an Opinion of Counsel each stating that such
consolidation, merger or succession and such agreement of assumption comply
with this Section 7.03 and that all conditions precedent provided for in this
Agreement relating to such transaction have been complied with and (y) the
Servicer shall deliver to the Issuer and the Indenture Trustee an Opinion of
Counsel stating that either (A) all financing statements and continuation
statements and amendments thereto have been executed and filed that are
necessary to preserve and protect the interest of the Issuer and the Indenture
Trustee, respectively, in the assets of the Issuer and reciting the details of
such filings or (B) no such action shall be necessary to preserve and protect
such interest.

         Section 7.04.  Limitation on Liability of Servicer and Others.

         (a)    Neither the Servicer nor any of its directors, officers,
employees or agents shall be under any liability to the Issuer, the
Depositor, the Indenture Trustee, the Owner Trustee, the Noteholders or the
Certificateholders, except as provided in this Agreement, for any action taken
or for refraining from the taking of any action in good faith pursuant to this
Agreement or for errors in judgment; provided, however, that this provision
shall not protect the Servicer against any liability that would otherwise be
imposed by reason of a breach of this Agreement or willful misfeasance, bad
faith or negligence (except for errors in judgment) in the performance of
duties. The Servicer and any director, officer, employee or agent of the
Servicer may conclusively rely in good faith on the written advice of counsel
or on any document of any kind prima facie properly executed and submitted by
any Person respecting any matters arising under this Agreement.




                                      48
<PAGE>



         (b)    In the event that the Indenture Trustee becomes the successor
servicer, the Indenture Trustee may, in such capacities, discharge its
separate functions fully, without hindrance or regard to conflict of interest
principles, duty of loyalty principles or other breach of fiduciary duties to
the extent that any such conflict or breach arises from the performance by the
Indenture Trustee of express duties set forth in this Agreement in any of such
capacities.

         (c)    Except as provided in this Agreement, the Servicer shall not
be under any obligation to appear in, prosecute or defend any legal action
that shall not be incidental to its duties to service the Receivables in
accordance with this Agreement and that in its opinion may involve it in any
expense or liability; provided, that the Servicer may in its sole discretion
(but shall not be required to) undertake any legal action that it may deem
necessary or desirable to protect the interests of the Certificateholders and
the Noteholders under the Basic Documents.

         Section 7.05.  Delegation of Duties.

         The Servicer may, at any time without notice or consent, delegate any
or all of its duties (including, without limitation, its duties as custodian)
under the Basic Documents to any of its Affiliates or to sub-contractors who
are in the business of performing such duties; provided, that no such
delegation shall relieve the Servicer of its responsibility with respect to
such duties and the Servicer shall remain obligated and liable to the Issuer,
the Depositor and the Indenture Trustee for its duties hereunder as if the
Servicer alone were performing such duties. The Servicer shall pay any
compensation payable to such Person from its own funds and none of the Issuer,
the Owner Trustee, the Indenture Trustee, the Noteholders or the
Certificateholders shall have any liability to such Person with respect
thereto. Without limitation of the foregoing, the Servicer shall be
responsible for compliance by any such Person with the Fair Debt Collection
Practices Act and any other applicable laws, rules or regulations. Any
agreement that may be entered into by the Servicer and a Person that provides
for any delegation of the Servicer's duties hereunder to such Person shall be
deemed to be between the Servicer and such Person alone, and the Issuer, the
Owner Trustee, the Indenture Trustee and Holders shall not be deemed parties
thereto and shall have no claims, rights, obligations, duties or liabilities
with respect thereto.

         Section 7.06.  Servicer Not to Resign.

         (a)    Subject to the provisions of Section 7.03, Fifth Third (Ohio)
shall not resign from the obligations and duties imposed on it by this
Agreement as Servicer except upon a determination that the performance of its
duties under this Agreement shall no longer be permissible under applicable
law or if such resignation is required by regulatory authorities.

         (b)    Notice of any determination that the performance by the
Servicer of its duties hereunder is no longer permitted under applicable law
or that resignation is required by regulatory authorities shall be
communicated to the Owner Trustee and the Indenture Trustee at the earliest
practicable time (and, if such communication is not in writing, shall be
confirmed in writing at the earliest practicable time) and, with respect to
any determination that performance is no longer permitted under applicable
law, any such determination shall be evidenced by an Opinion of Counsel to
such effect delivered by the Servicer to the Owner Trustee and the Indenture
Trustee concurrently with or promptly after such notice. No resignation of the
Servicer shall become effective until the Indenture Trustee (or another
successor Servicer, if so



                                      49
<PAGE>


appointed pursuant to the second sentence of Section 8.03(b)) shall have
assumed the responsibilities and obligations of the Servicer in accordance
with Section 8.03 or the date upon which any regulatory authority requires
such resignation.

         Section 7.07.  Servicer May Own Securities.

         The Servicer, and any Affiliate of the Servicer, may, in its
individual or any other capacity, become the owner or pledgee of Notes with
the same rights as it would have if it were not the Servicer or an Affiliate
thereof, except as otherwise expressly provided herein or in the other Basic
Documents. Except as set forth herein or in the other Basic Documents, Notes
of a particular Class so owned by or pledged to the Servicer or such Affiliate
will have an equal and proportionate benefit under the provisions of this
Agreement, without preference, priority or distinction as among all of the
Notes of such Class.

                                 Article VIII

                                    DEFAULT

         Section 8.01.  Servicer Termination Events.

         For purposes of this Agreement, the occurrence and continuance of any
of the following shall constitute a "Servicer Termination Event":

         (a)    any failure by the Servicer to deposit into the Collection
Account any proceeds or payment required to be so delivered under the terms of
this Agreement that continues unremedied for a period of five Business Days
after written notice of such failure is received by the Servicer from the
Issuer or the Indenture Trustee or after discovery of such failure by a
Responsible Officer of the Servicer;

         (b)    failure by the Servicer to deliver to the Owner Trustee, the
Indenture Trustee, the Depositor and the Seller the Servicer's Certificate by
the applicable Determination Date, which failure continues unremedied for a
period of five Business Days;

         (c)    failure on the part of the Servicer to observe or perform any
other covenants or agreements set forth in this Agreement, which failure shall
(i) materially and adversely affect the rights of the Noteholders or the
Certificateholders and (ii) continue unremedied for a period of 60 days after
discovery of such failure by a Responsible Officer of the Servicer or after
the date on which written notice of such failure requiring the same to be
remedied shall have been given (1) to the Servicer by the Issuer or the
Indenture Trustee or (2) to the Owner Trustee, the Indenture Trustee, the
Servicer, the Banks or the Seller by Noteholders evidencing not less than 25%
of the Outstanding Amount of the Notes or, if no Notes are outstanding, the
Holders of Certificates evidencing not less than 25% of the percentage
interests in the Certificates; or

         (d)    the occurrence of an Insolvency Event with respect to the
Servicer.

         Section 8.02.  Consequences of a Servicer Termination Event.




                                      50
<PAGE>




         If a Servicer Termination Event shall occur, the Indenture Trustee
may, and at the direction of Noteholders evidencing a majority of the
Outstanding Amount of the Controlling Class or, if no Notes are Outstanding,
the Holders of Certificates evidencing not less than a majority of the
percentage interests in the Certificates, shall terminate all of the rights
and obligations of the Servicer under this Agreement by notice in writing to
the Servicer. On or after the receipt by the Servicer of such written notice,
all authority, power, obligations and responsibilities of the Servicer under
this Agreement automatically shall pass to, be vested in and become
obligations and responsibilities of Indenture Trustee or such other successor
Servicer, if any, as shall have been appointed pursuant to the second sentence
of Section 8.03(b); provided, however, that the Indenture Trustee or such
other successor Servicer shall have no liability with respect to any
obligation that was required to be performed by the terminated Servicer prior
to the date that the Indenture Trustee or such other successor Servicer
becomes the Servicer or any claim of a third party based on any alleged action
or inaction of the terminated Servicer. The successor Servicer is authorized
and empowered by this Agreement to execute and deliver, on behalf of the
terminated Servicer, as attorney-in-fact or otherwise, any and all documents
and other instruments and to do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such notice of termination,
whether to complete the transfer and endorsement of the Receivables and
related documents or otherwise. The terminated Servicer agrees to cooperate
with the successor Servicer in effecting the termination of the
responsibilities and rights of the terminated Servicer under this Agreement,
including the transfer to the successor Servicer for administration by it of
all money and property held by the Servicer with respect to the Receivables
and other records relating to the Receivables, including any portion of the
Receivables File held by the Servicer and a computer tape in readable form as
of the most recent Business Day containing all information necessary to enable
the successor Servicer to service the Receivables. The terminated Servicer
shall also provide the successor Servicer access to Servicer personnel and
computer records in order to facilitate the orderly and efficient transfer of
servicing duties. To the extent that compliance with this Section shall
require the Servicer to disclose to the successor Servicer information of any
kind that the Servicer deems to be confidential, the successor Servicer will
be required to enter into such customary licensing and confidentiality
agreements as the Servicer shall deem necessary to protect its interests.

         Section 8.03.  Appointment of Successor Servicer.

         (a)    On and after the time the Servicer receives a notice of
termination pursuant to Section 8.02 or upon the resignation of the Servicer
pursuant to Section 7.06, the Indenture Trustee shall be the successor in all
respects to the Servicer in its capacity as Servicer under this Agreement and
shall be subject to all the rights, responsibilities, restrictions, duties,
liabilities and termination provisions relating to the Servicer under this
Agreement, except as otherwise stated herein. The Depositor, the Issuer and
the Indenture Trustee (and any successor Servicer other than the Indenture
Trustee, if so appointed pursuant to the second sentence of Section 8.03(b))
shall take such action, consistent with this Agreement, as shall be necessary
to effectuate any such succession. If the Indenture Trustee or another
successor Servicer is acting as Servicer hereunder, it shall be subject to
termination under Section 8.02 upon the occurrence of any Servicer Termination
Event after its appointment as successor Servicer.




                                      51
<PAGE>



         (b)    On and after the time the Servicer receives a notice of
termination pursuant to Section 8.02 or upon the resignation of the Servicer
pursuant to Section 7.06, or if the Indenture Trustee is legally unable or
unwilling to act as Servicer, the Indenture Trustee (or the Issuer if the
Notes have been paid in full) may exercise at any time its right to appoint
any Eligible Servicer as a successor to the Servicer, and shall have no
liability to the Owner Trustee, the Indenture Trustee, the Servicer, the
Depositor, any Noteholders, any Certificateholders or any other Person if it
does so. Notwithstanding the above, if the Indenture Trustee shall be legally
unable or unwilling to act as Servicer, the Indenture Trustee, the Owner
Trustee or Noteholders evidencing 25% of the Outstanding Amount of the
Controlling Class or, if no Notes are outstanding, the Holders of Certificates
evidencing not less than 25% of the percentage interests in the Certificates,
may petition a court of competent jurisdiction to appoint any Eligible
Servicer as the successor to the Servicer. Pending appointment pursuant to the
preceding sentence, the Indenture Trustee shall act as successor Servicer
unless it is legally unable to do so, in which event the outgoing Servicer
shall continue to act as Servicer until a successor has been appointed and
accepted such appointment. The Indenture Trustee shall be entitled to withdraw
from the Collection Account and remit to the successor Servicer or such other
party entitled thereto all reasonably incurred Servicer transition costs.

         (c)    Upon appointment, the successor Servicer shall be the successor
in all respects to the predecessor Servicer and shall be subject to all the
responsibilities, duties and liabilities arising thereafter relating thereto
placed on the predecessor Servicer, and shall be entitled to the Servicing Fee
and all the rights granted to the predecessor Servicer by the terms and
provisions of this Agreement.

         Section 8.04.  Notification to Securityholders.

         Upon any termination of, or appointment of a successor to, the
Servicer pursuant to this Article VIII, the Issuer shall give prompt written
notice thereof to the Certificateholders, and the Indenture Trustee shall give
prompt written notice thereof to the Noteholders and each Rating Agency.

         Section 8.05.  Waiver of Past Defaults.

         Noteholders evidencing not less than a majority of the Outstanding
Amount of the Controlling Class or, if no Notes are Outstanding, the Holders
of Certificates evidencing not less than a majority of the percentage
interests in the Certificates may, on behalf of all Securityholders, waive in
writing any default by the Servicer in the performance of its obligations
hereunder and its consequences, except a default in making any required
deposits to or payments from any of the Trust Accounts in accordance with this
Agreement. Upon any such waiver of a past default, such default shall cease to
exist, and any Servicer Termination Event arising therefrom shall be deemed to
have been remedied for every purpose of this Agreement. No such waiver shall
extend to any subsequent or other default or impair any right consequent
thereto.




                                      52
<PAGE>



                                  Article IX

                                  TERMINATION

         Section 9.01.  Optional Purchase of All Receivables.

         (a)    On each Distribution Date as of which the Pool Balance is equal
to or less than 10% of the Initial Pool Balance, the Servicer shall have the
option to purchase the Receivables; provided, however, that the amount to be
paid for such purchase (as set forth in the following sentence) shall be
sufficient to pay in full (1) the Outstanding Amount of all Notes Outstanding,
(2) any accrued and unpaid interest thereon at the applicable Interest Rate
(including interest on past due interest at the applicable Interest Rate, to
the extent lawful) on the Notes to but excluding the Redemption Date and (3)
any amounts due to the Indenture Trustee and the Owner Trustee, pursuant to
the Basic Documents. To exercise such option, the Servicer shall deposit to
the Collection Account on the Redemption Date an amount equal to the lesser of
(i) the fair market value of the Receivables and (ii) the aggregate Purchase
Amount for the Receivables (including Receivables that became Liquidated
Receivables during the related Collection Period) and shall succeed to all
interests in and to the Receivables; provided, however, that the amount to be
paid for such purchase in the case of either (i) or (ii) above shall be
sufficient to pay in full (1) the Outstanding Amount of all Notes Outstanding,
(2) any accrued and unpaid interest thereon at the applicable Interest Rate
(including interest on past due interest at the applicable Interest Rate, to
the extent lawful) on the Notes to but excluding the Redemption Date and (3)
any amounts due to the Indenture Trustee and the Owner Trustee, pursuant to
the Basic Documents. The exercise of such option shall effect a retirement, in
whole but not in part, of all outstanding Notes.

         (b)    As described in Article IX of the Trust Agreement, notice of
any termination of the Issuer shall be given by the Servicer to the Owner
Trustee and the Indenture Trustee as soon as practicable after the Servicer
has received notice thereof.

         (c)    Following the satisfaction and discharge of the Indenture and
the payment in full of the principal of and interest on the Notes, the
Certificateholders will succeed to the rights of the Noteholders hereunder and
the Issuer will succeed to the rights of, the Indenture Trustee pursuant to
this Agreement.

                                  Article X

                                 MISCELLANEOUS

         Section 10.01.  Amendment.

         (a)    Any term or provision of this Agreement may be amended by the
Seller, the Servicer and the Depositor (whose agreement to such amendment
shall not be unreasonably withheld) without the consent of the Indenture
Trustee, the Owner Trustee, any Noteholder, any Certificateholder, the Issuer
or any other Person; provided that such amendment shall not, as evidenced by
an Opinion of Counsel delivered to the Indenture Trustee and to that effect,
materially and adversely affect the interests of the Noteholders or the
Certificateholders;



                                      53
<PAGE>


provided further that no amendment shall be effective which affects the
rights, protections or duties of the Indenture Trustee, without the prior
written consent of the Indenture Trustee. An amendment shall be deemed not to
materially and adversely affect the interests of the Noteholders or the
Certificateholders and no Opinion of Counsel to that effect shall be required
if the Rating Agency Condition is satisfied with respect to such amendment.

         (b)    Any term or provision of this Agreement may be amended in
writing by the Seller, the Servicer and the Depositor (whose agreement to such
amendment shall not be unreasonably withheld) without the consent of the
Indenture Trustee, the Owner Trustee, any Noteholder, any Certificateholder,
the Issuer or any other Person to add, modify or eliminate any provisions as
may be necessary or advisable in order to enable the Depositor, the Servicer
or any of their respective Affiliates to comply with or obtain more favorable
treatment under any law or regulation or any accounting rule or principle, it
being a condition to any such amendment that the Rating Agency Condition shall
have been satisfied; provided that no amendment shall be effective which
affects the rights, protections or duties of the Indenture Trustee, without
the prior written consent of the Indenture Trustee.

         (c)    The Servicer may, from time to time after the Closing Date,
(i) modify the formula for determining the Reserve Account Required Amount
that is different from the formula as of the Closing Date or (ii) modify the
formula for determining the Overcollateralization Target Amount that is
different from the formula as of the Closing Date. Upon satisfaction of the
Rating Agency Condition, the Reserve Account Required Amount or the
Overcollateralization Target Amount, as applicable, shall be determined in
accordance with the new formula. This Agreement shall accordingly be amended
in writing, without the consent of the Depositor, any Noteholder, any
Certificateholder or any other Person, to reflect the new calculation.

         (d)    Any term or provision of this Agreement may also be amended in
writing by the Servicer, the Issuer and the Depositor (whose agreement to such
amendment shall not be unreasonably withheld), with the prior written consent
of the Indenture Trustee, Holders of Notes evidencing at least a majority of
the Outstanding Amount of the Note Balance and Holders of Certificates
evidencing at least a majority of the percentage interests in the Certificates
(excluding, for purposes of this Section 10.01(d), Notes or Certificates held
by the Seller or any of its Affiliates), for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Noteholders
or the Certificateholders; provided, however, that no such amendment shall (i)
reduce the interest rate or principal amount of any Note, change the timing of
distributions on any Note or delay the Final Scheduled Distribution Date of
any Note without the consent of the Holder of such Note, (ii) reduce the
percentage of the Outstanding Amount of the Note Balance, the Holders of which
are required to consent to any matter without the consent of the Holders of at
least the percentage of the Outstanding Amount of the Note Balance that were
required to consent to such matter before giving effect to such amendment or
(iii) reduce the percentage of the interests in the Certificates, the Holders
of which are required to consent to any matter without the consent of the
Holders of at least the percentage of the interests in the Certificates that
were required to consent to such matter before giving effect to such
amendment.



                                      54
<PAGE>



         (e)    Promptly after the execution of any amendment or consent, the
Servicer shall furnish written notification of the substance of such amendment
or consent to each Securityholder, the Depositor, the Indenture Trustee and
each Rating Agency.

         (f)    It shall not be necessary for the consent of Securityholders
pursuant to this Section to approve the particular form of any proposed
amendment or consent, but it shall be sufficient if such consent shall approve
the substance thereof.

         (g)    Prior to the execution of any amendment to this Agreement,
the Owner Trustee, on behalf of the Issuer, and the Indenture Trustee shall be
entitled to receive and rely upon an Opinion of Counsel stating that the
execution of such amendment is authorized or permitted by this Agreement and
that all conditions precedent to the execution and delivery of such amendment
have been satisfied. The Owner Trustee, on behalf of the Issuer, and the
Indenture Trustee may, but shall not be obligated to, enter into any such
amendment that affects the Owner Trustee's or the Indenture Trustee's, as
applicable, own rights, duties or immunities under this Agreement or
otherwise.

         Section 10.02.  Protection of Title to Trust.

         (a)    The Servicer shall execute and file such financing statements
and cause to be executed and filed such continuation statements, all in such a
manner and in such places as may be required by law fully to preserve,
maintain and protect the interest of the Issuer and the Indenture Trustee in
the Receivables and the proceeds thereof. The Servicer shall deliver or cause
to be delivered to the Issuer and the Indenture Trustee file-stamped copies
of, or filing receipts for, any document filed as provided above as soon as
available following such filing. In addition, the Seller and the Depositor
hereby authorize the Issuer at any time and from time to time to prepare and
file financing statements and amendments thereto in any jurisdiction as may be
necessary or desirable to preserve, maintain and protect the interests of the
Issuer and the Indenture Trustee in the Receivables and the proceeds thereof.

         (b)    None of the Seller, the Depositor or the Servicer shall
change its name, identity, jurisdiction of organization, address or corporate
structure in any manner that would make any financing statement or
continuation statement filed in accordance with this Agreement "seriously
misleading" within the meaning of Section 9-506, 9-507 or 9-508 of the UCC
unless it shall have given the Issuer and the Indenture Trustee at least five
days' prior written notice thereof and shall have promptly filed appropriate
amendments to all previously filed financing statements, continuation
statements to previously filed financing statements and all initial financing
statements that may be required to ensure that each of the Seller, the
Depositor, the Issuer and the Indenture Trustee maintains its perfected
security interest in the Receivables.

         (c)    The Servicer shall at all times maintain each office from
which it shall service Receivables within the United States of America;
provided, that nothing herein shall prevent any delegation (including
outsourcing) by the Servicer to Persons outside the United States; provided,
further, that the Servicer may not delegate any of its duties as Custodian in
a manner that would result in any Receivable Files being held outside of the
United States. The Servicer shall give the Issuer and the Indenture Trustee at
least five days' prior written notice of any change of location of the Seller
for purposes of Section 9-307 of the UCC and shall have



                                      55
<PAGE>



promptly filed appropriate amendments to all previously filed financing
statements, continuation statements to previously filed financing statements
and all initial financing statements that may be required to ensure that each
of the Seller, the Depositor, the Issuer and the Indenture Trustee maintains
its perfected security interest in the Receivables.

         (d)    The Servicer shall maintain (or cause to be maintained)
accounts and records as to each Receivable accurately and in sufficient detail
to permit (i) the reader thereof to know at any time the status of each such
Receivable, including payments and recoveries made and payments owing and (ii)
reconciliation between payments or recoveries on or with respect to each such
Receivable and the amounts from time to time deposited in the Collection
Account in respect of each such Receivable.

         (e)    The Servicer shall maintain (or cause to be maintained) its
computer systems so that, from and after the time of sale under this Agreement
of the Receivables, the Servicer's master computer records (including any
backup archives) that refer to a Receivable shall be coded to reflect that
such Receivable is part of the portfolio of Receivables that is the subject of
this Agreement and is owned by the Issuer and pledged by the Issuer to the
Indenture Trustee for the benefit of the Noteholders. Indication of such
Receivables' inclusion in the portfolio shall be deleted from or modified on
the Servicer's computer systems when, and only when, the related Receivable
shall have been paid in full or repurchased.

         (f)    If at any time the Depositor or the Servicer shall propose to
sell, grant a security interest in or otherwise transfer any interest in motor
vehicle receivables to any prospective purchaser, lender or other transferee,
the Servicer shall give to such prospective purchaser, lender or other
transferee computer tapes, records or printouts (including any restored from
backup archives) that, if they shall refer in any manner whatsoever to any
Receivable, shall indicate clearly that such Receivable has been sold and is
owned by the Issuer and has been pledged to the Indenture Trustee.

         (g)    The Servicer shall permit the Indenture Trustee and its agents
upon reasonable notice and at any time during normal business hours, which
does not unreasonably interfere with the Servicer's normal operations or
customer or employee relations, to inspect, audit and make copies of and
abstracts from the Servicer's records regarding any Receivable.

         (h)    Upon request, the Servicer shall furnish to the Owner Trustee
or the Indenture Trustee, within thirty days, a list of all Receivables (by
contract number and name of Obligor) then held as part of the Issuer, together
with a reconciliation of such list to the Schedule of Receivables and to each
of the Servicer's Certificates furnished prior to such request indicating
removal of Receivables from the Issuer.

         (i)    The Issuer shall deliver to the Indenture Trustee the Opinions
of Counsel required pursuant to Section 3.06 of the Indenture.

         Section 10.03.  Notices.

         All demands, notices, communications and instructions upon or to the
Depositor, the Servicer, the Issuer, the Owner Trustee, the Indenture Trustee
or any Rating Agency under this



                                      56
<PAGE>


Agreement shall be in writing, personally delivered, faxed and followed by
first class mail, or mailed by certified mail, return receipt requested, and
shall be deemed to have been duly given upon receipt (a) in the case of the
Depositor, to 390 Greenwich Street, New York, NY 10013, Attention: Citigroup
Vehicle Securities Inc.; (b) in the case of Fifth Third (Ohio), 38 Fountain
Square Plaza, Cincinnati, Ohio 45263, Attention: Chris Marshall (MD 1090QA);
(c) in the case of the Seller, to Fifth Third Auto Funding LLC, 1850 East
Paris Avenue SE, Kentwood, Michigan 49503, Attention: Paul Clemens (MD
RMOB3A); (d) in the case of the Issuer or the Owner Trustee, at the Corporate
Trust Administration Department; (e) in the case of the Indenture Trustee, at
the Corporate Trust Office; (f) in the case of Moody's, to 99 Church Street,
New York, New York 10007, Attention: ABS Monitoring Department; and (g) in the
case of Standard & Poor's, to 55 Water Street (41st Floor), New York, New York
10041, Attention: Asset Backed Surveillance Department; or, as to each of the
foregoing, at such other address as shall be designated by written notice to
the other parties. Any notice required or permitted to be mailed to a
Noteholder or Certificateholder shall be given by first class mail, postage
prepaid, at the address of such Person as shown in the Note Register or
Certificate Register, as applicable. Any notice so mailed within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given, whether or not the Noteholder or Certificateholder shall receive such
notice.

         Section 10.04.  Assignment by the Depositor or the Servicer.

         Notwithstanding anything to the contrary contained herein, except as
provided in Sections 6.04, 7.03 and 8.03, neither the Seller nor the Servicer
may assign all, or a portion of, its rights, obligations and duties under this
Agreement unless such transfer or assignment satisfies the Rating Agency
Condition. In the event of a transfer or assignment pursuant to this Section
10.04, the Rating Agencies shall be provided with notice of such transfer or
assignment. Nothing contained in this Section 10.04 shall apply to a
delegation of duties under Section 3.09 or 7.05.

         Section 10.05.  Limitations on Rights of Others.

         The provisions of this Agreement are solely for the benefit of the
Depositor, the Servicer, the Seller, the Issuer, the Owner Trustee, the
Certificateholders, the Indenture Trustee and the Noteholders, and nothing in
this Agreement, whether express or implied, shall be construed to give to any
other Person any legal or equitable right, remedy or claim in the Trust Estate
or under or in respect of this Agreement or any covenants, conditions or
provisions contained herein.

         Section 10.06.  Representations of the Servicer and the Depositor.

         The respective agreements, representations, warranties and other
statements by the Servicer and the Depositor set forth in or made pursuant to
this Agreement shall remain in full force and effect and will survive the
transfers and assignments referred to in Section 2.01 and Section 10.09.

         Section 10.07.  Headings and Cross-References.




                                      57
<PAGE>



         The various headings in this Agreement are included for convenience
only and shall not affect the meaning or interpretation of any provision of
this Agreement. References in this Agreement to section names or numbers are
to such Sections of this Agreement.

         Section 10.08.  GOVERNING LAW.

         THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS THAT
WOULD APPLY THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK, AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         Section 10.09.  Assignment by Issuer.

         The Depositor hereby acknowledges and consents to any mortgage,
pledge, assignment and grant of a security interest by the Issuer to the
Indenture Trustee in accordance with the terms of the Indenture for the
benefit of the Noteholders of all right, title and interest of the Issuer in,
to and under the Receivables or the assignment of any or all of the Issuer's
rights and obligations hereunder to the Indenture Trustee.

         Section 10.10.  Counterparts.

         This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall constitute an
original, but all of which when taken together shall constitute but one
contract. Delivery of an executed counterpart of this Agreement by facsimile
transmission shall be effective as delivery of a manually executed counterpart
of this Agreement.

         Section 10.11.  Severability.

         In the event any one or more of the provisions contained in this
Agreement should be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein and therein shall not in any way be affected or impaired thereby. The
parties shall endeavor in good faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions, the economic effect
of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.

         Section 10.12.  Further Assurances.

         Each of the Seller and the Servicer agrees to do and to perform from
time to time any and all acts and to execute and all further instruments
required or reasonably requested by the Depositor, the Issuer, the Owner
Trustee or the Indenture Trustee to effect the purposes of this Agreement.

         Section 10.13.  Waiver of Immunity.




                                      58
<PAGE>


         To the extent that the Servicer or the Seller has or hereafter may
acquire any immunity (sovereign or otherwise) from any legal action, suit or
proceeding, from the jurisdiction of any court or from set-off or any legal
process (whether service of notice, attachment prior to judgment, attachment
in aid of execution of judgment, execution of judgment or otherwise) with
respect to itself or any of its property and assets, each of the Servicer and
the Seller hereby irrevocably waives and agrees not to plead or claim such
immunity in respect of its obligations under this Agreement.

         Section 10.14.  Nonpetition Covenants.

         Notwithstanding any prior termination of this Agreement, the parties
hereto shall not, prior to the date that is one year and one day after payment
in full of all obligations under each Financing with respect to each
Bankruptcy Remote Party, acquiesce, petition or otherwise invoke or cause any
Bankruptcy Remote Party to invoke the process of any court or government
authority for the purpose of commencing or sustaining a case against such
Bankruptcy Remote Party under any federal or state bankruptcy, insolvency or
similar law, or appointing a receiver, liquidator, assignee, trustee,
custodian, sequestrator or other similar official of such Bankruptcy Remote
Party or any substantial part of its property, or ordering the winding up or
liquidation of the affairs of such Bankruptcy Remote Party.

         Section 10.15.  Limitation of Liability of Owner Trustee and Indenture
                         Trustee.

         (a)    Notwithstanding anything contained herein to the contrary,
this Agreement has been countersigned by Wilmington Trust Company not in its
individual capacity but solely in its capacity as Owner Trustee of the Issuer
and in no event shall Wilmington Trust Company in its individual capacity or,
except as expressly provided in the Trust Agreement, as Owner Trustee of the
Issuer have any liability for the representations, warranties, covenants,
agreements or other obligations of the Issuer hereunder or in any of the
certificates, notices or agreements delivered pursuant hereto, as to all of
which recourse shall be had solely to the assets of the Issuer in accordance
with the priorities set forth herein. For all purposes of this Agreement, in
the performance of its duties or obligations hereunder or in the performance
of any duties or obligations of the Issuer hereunder, the Owner Trustee shall
be subject to, and entitled to the benefits of, the terms and provisions of
Articles VI, VII and VIII of the Trust Agreement.




                                      59
<PAGE>



                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective officers as of the day and
year first above written.

                         FIFTH THIRD AUTO TRUST 2004-A

                         By:      WILMINGTON TRUST COMPANY,
                                           not in its individual capacity
                                           but solely as Owner Trustee

                         By: /s/ Joann A. Rozell
                             ----------------------------------------
                         Name:  Joann A. Rozell
                         Title  Financial Services Officer


                         CITIGROUP VEHICLE SECURITIES INC.

                         By: /s/ Steven Vierengel
                             ----------------------------------------
                              Name:   Steven Vierengel
                              Title   Assistant Vice President


                         FIFTH THIRD BANK,
                          an Ohio banking corporation

                         By: /s/ R. Christopher Marshall
                             ----------------------------------------
                             Name:  R. Christopher Marshall
                             Title  Vice President

                         FIFTH THIRD AUTO FUNDING LLC

                         By: /s/ Paul Clemens
                             ----------------------------------------
                              Name:  Paul Clemens
                              Title  Senior Vice President


                         THE BANK OF NEW YORK,
                            not in its individual capacity
                            but solely as Indenture Trustee

                         By: /s/ John Bobko
                             ----------------------------------------
                              Name:  John Bobko
                              Title  Assistant Vice President




                                      60
<PAGE>





                                  SCHEDULE A

                         Final Schedule of Receivables

             [To be Delivered to the Indenture Trustee at Closing]


<PAGE>


                                  SCHEDULE B


                         Location of Receivable Files


                              925 Freeman Avenue
                            Cincinnati, Ohio 45203


<PAGE>






                                   EXHIBIT A


                 Representations and Warranties of the Seller
           Under Section 3.02 of the Receivables Purchase Agreement


             [see Exhibit A of the Receivables Purchase Agreement]







<PAGE>






                                   EXHIBIT B


            Form of Distribution Date Statement to Securityholders